E-30
Exhibit 7
J-Bird Music Group Ltd.
Form 10-KSB
File No. 0-24449








                        CREDIT AGREEMENT
                                
                                
                   Dated as of October 1, 1998
                                
                                
                          by and among
                                
                                
                    J-BIRD MUSIC GROUP, LTD.
                                
                                
                          as Borrower,
                                
                                
                               and
                                
                                
                     IMM INTERNATIONAL, INC.
                                
                                
                            as Lender
                                
                                

                        CREDIT AGREEMENT
                                
      THIS CREDIT AGREEMENT, dated as of October 1, 1998, by  and
among  J-BIRD  MUSIC GROUP, LTD., a Pennsylvania  corporation  as
"Borrower",   and   IMM  INTERNATIONAL,  INC.,   a   Pennsylvania
corporation, as "Lender."

                           WITNESSETH:

RECITALS.

      A.    The  Borrower desires to obtain from the Lender  Term
Loans in the aggregate principal amount of up to $500,000; and

      B.   The Lender is willing, on the terms and conditions set
forth herein, to make the Term Loans;

      NOW,  THEREFORE,  for good and valuable consideration,  the
receipt  and  legal sufficiency of which are hereby acknowledged,
the  parties  hereto,  intending to be legally  bound,  agree  as
follows:

                           ARTICLE 1.
                                
                           DEFINITIONS
                                
      SECTION  1.1.         Defined Terms.  The  following  terms
(whether  or  not  underscored)  when  used  in  this  Agreement,
including  its  preamble and recitals, shall,  except  where  the
context  otherwise  requires, have the following  meanings  (such
meanings  to  be  equally applicable to the singular  and  plural
forms thereof):

      "Affiliate"  of  any Person means any other  Person  which,
directly  or  indirectly, controls or is controlled by  or  under
common control with such Person (excluding any trustee under,  or
any  committee with responsibility for administering, any  Plan).
A  Person shall be deemed to be "controlled by" any other  Person
if such other Person possesses, directly or indirectly, power (a)
to vote 5% or more of the securities having ordinary voting power
for the election of directors of such Person, or (b) to direct or
cause  the direction of the management or policies of such Person
whether by contract or otherwise; provided that the Lender  shall
not be deemed to constitute an Affiliate of the Borrower.

      "Business  Day" means any day, which is neither a  Saturday
nor Sunday, nor a legal holiday on which banks are authorized  or
required to be closed in New York, New York.

     "Charges" means all federal, state, county, city, municipal,
local,  foreign or other governmental (a) taxes at the  time  due
and  payable and (b) levies, assessments, charges, liens,  claims
or  encumbrances upon or relating to (i) the Collateral, (ii) the
Obligations, (iii) the Borrower's ownership or use of its assets,
or (iv) any other aspect of the Borrower's business.
      "Commitment Period" means the period beginning on the  date
of this Agreement and ending March 31, 1999.

      "Contract" means any agreement or agreements pursuant to or
under  which  any Person shall be obligated to pay  for  services
rendered or merchandise sold to any Person from time to time.

      "Contractual Obligation" means, relative to any Person, any
provision  of  any  security issued by  such  Person  or  of  any
Instrument or undertaking to which such Person is a party  or  by
which it or any of its property is bound.

      "Default"  means any Event of Default or any  condition  or
event,  which,  after  notice or lapse of  time  or  both,  would
constitute an Event of Default.

      "Event  of  Default" means any of the events set  forth  in
Section 6.1.

      "Funding  Date" means the date on which each Term  Loan  is
made pursuant to Section 2.1.

      "herein", "hereof", "hereto", "hereunder" and similar terms
contained in this Agreement or any other Loan Document  refer  to
this  Agreement or such other Loan Document, as the case may  be,
as a whole and not to any particular Section, clause or provision
of this Agreement or such other Loan Document.

      "including" means including without limiting the generality
of any description such term.

      "Instrument"  means  any  contract,  agreement,  letter  of
credit, indenture, mortgage, deed, certificate of title, document
or  writing  (whether by formal agreement, letter  or  otherwise)
under  which  any obligation is evidenced, assumed or undertaken,
any  Lien (or right or interest therein) is granted or perfected,
or any property (or right or interest therein) is conveyed.

       "Lien"   means   any   mortgage,  pledge,   hypothecation,
assignment,   charge,  deposit  arrangement,  encumbrance,   lien
(statutory  or other), adverse claim or preference,  priority  or
other security agreement or preferential arrangement of any  kind
or  nature  whatsoever (including any conditional sale  or  other
title   retention   agreement,  any  financing  lease   involving
substantially  the same economic effect as any of  the  foregoing
and  the  filing  of any financing statement  under  the  UCC  or
comparable law of any jurisdiction).

     "Loan" means, collectively, the Term Loans.

      "Loan Document" means, collectively, this Agreement and the
Term  Notes  entered into by the Borrower and  Lender,  and  each
other Instrument executed and delivered by the Borrower as of the
date  hereof  or  any  time thereafter, in  connection  with  the
transactions  contemplated by this Agreement, in  each  case,  as
amended, modified or supplemented from time to time.

     "Material Adverse Change" means a material adverse change in
(a)   the   condition   (financial  or  otherwise),   operations,
performance,  business, properties or prospects of the  Borrower;
or  (b)  the  rights and remedies of the Lender  under  the  Loan
Documents;  or  (c)  the  ability of the Borrower  to  repay  the
Obligations  or of the Borrower to perform its obligations  under
the   Loan   Documents;   or  (d)  the  legality,   validity   or
enforceability of any Loan Document.

      "Maturity"  means relative to any Loan or portion  thereof,
the  earlier  of such Loan's Stated Maturity Date or  such  other
date when such Loan or portion thereof shall be or become due and
payable  in accordance with the terms of this Agreement,  whether
by required repayment, prepayment, declaration or otherwise.

      "Obligations" means all payment and performance obligations
of  the  Borrower  (monetary or otherwise) arising  under  or  in
connection  with this Agreement, the Term Notes  and  other  Loan
Documents.

      "Organic  Document"  means, relative  to  any  Person,  its
articles  or  certificate  of incorporation  or  organization  or
certificate  of limited partnership or organization, its  bylaws,
partnership   or  operating  agreement  or  other  organizational
documents,  and  all stockholders agreements, voting  trusts  and
similar  arrangements applicable to any of its  common  stock  or
partnership interests or other ownership interests.

     "Person" means any natural person, corporation, partnership,
limited   liability   company,  firm,  association,   government,
governmental  agency or any other entity, whether  acting  in  an
individual, fiduciary or other capacity.

      "Requirements of Law" means, as to any Person, the  Organic
Documents of such Person, and all federal, state and local  laws,
rules, regulations, orders, decrees or other determinations of an
arbitrator, court of other governmental authority.

     "Stated Maturity Date" means, with respect to the Loan, June
30, 2000.

      "Subsidiary" means any corporation with respect to which  a
specified Person (or a Subsidiary thereof) owns a majority of the
common  stock  or has the power to vote or direct the  voting  of
sufficient securities to elect a majority of the directors.

      "Taxes"  means  all  taxes,  levies,  imposts,  deductions,
charges   or  withholdings,  and  all  liabilities  with  respect
thereto,  excluding, in the case of the Lender, taxes imposed  on
or measured by its net income and franchise taxes imposed on it.

      "Term  Loans" means the advances to be made  by  Lender  to
Borrower pursuant to Section 2.1.

      "Term  Notes"  means the promissory notes of  the  Borrower
substantially in the form of Exhibit A, and shall also  refer  to
all  other  promissory  notes  accepted  from  time  to  time  in
substitution therefor or renewal thereof.
      "written"  or  "in  writing"  means  any  form  of  written
communication or a communication by means of telephone  facsimile
device.

                            ARTICLE 2
                                
                           COMMITMENTS
                                
      SECTION 2.1.   Term Loans.  The Lender will make Term Loans
to  Borrower under this Agreement, as requested by Borrower  from
time  to  time during the Commitment Period.  Borrower  shall  be
deemed  to have made a request for a Term Loan on and as  of  the
second  business  day following the day on which  Borrower  gives
Lender telephonic notice (confirmed in writing) of each requested
Term  Loan (the "Funding Date") by calling Hope Trowbridge  (Tel.
No.   203-255-3721).    Each  telephonic   notice   and   written
confirmation  shall contain an affirmation by a  duly  authorized
officer  of  Borrower  to the effect that  the  conditions  under
Article 3 of this Agreement are satisfied as of the date  of  the
request  and  that the funds will be used to satisfy  outstanding
obligations incurred and for working capital purposes.  No  later
than  3:00  P.M. (Eastern time) on the Funding Date, Lender  will
wire  transfer  to  Borrower in immediately  available  funds  an
amount equal to the requested Term Loan, subject in each instance
to  the  satisfaction of the conditions set forth  in  Article  3
hereof.

      SECTION 2.2.   Notes.  Each Term Loan made by Lender  shall
be evidenced by a Term Note payable to the order of the Lender in
the principal amount of the Term Loan.

      SECTION 2.3.   Principal Payments.  The Borrower will  make
payment in full of all unpaid principal of the Loan at its Stated
Maturity  Dated (or such earlier date as such Loan may become  or
be  declared  due  and  payable pursuant to  Article  6).   Prior
thereto, the Borrower may, from time to time on any Business Day,
make  a  voluntary  prepayment  in  whole  or  in  part,  of  the
outstanding  principal amount of the Loan.  Payments  under  this
Section  2.3.1 shall be applied first to the payment of  Interest
under Section 2.4.1, and next to the payment of principal.

      SECTION  2.4.    Interest.   Interest  on  the  outstanding
principal  amount  of the Loan and other outstanding  Obligations
shall  accrue  and be payable at the rate of 8%  per  annum.  The
Borrower  will  make  payment in full of all accrued  and  unpaid
Interest  on  the  Loan  at its Stated Maturity  Dated  (or  such
earlier  date  as  such Loan may become or be  declared  due  and
payable pursuant to Article 6).  Prior thereto, the Borrower may,
from  time  to  time  on  any  Business  Day,  make  a  voluntary
prepayment  in whole or in part, of the outstanding  accrued  and
unpaid Interest on the Loan.

      SECTION 2.5.   Payments, Interest Rate Computations,  Other
Computations, etc.  All such payments required to be made to  the
Lender  shall be made, without setoff, deduction or counterclaim,
not  later  than  2:00 p.m., Eastern time, on the  date  due,  in
immediately available funds, to such accounts as the Lender shall
specify  from  time  to time by notice to  the  Borrower.   Funds
received after that time shall be deemed to have been received by
the  Lender on the next following Business Day.  All interest and
fees  shall be computed on the basis of the actual number of days
(including  the  first day but excluding the last day)  occurring
during the period for which such interest or fee is payable  over
a  year  comprised of 360 days.  Whenever any payment to be  made
shall  otherwise  be due on a day, which is not a  Business  Day,
such  payment shall be made on the immediately preceding Business
Day.

      SECTION 2.6.   Use of Proceeds.  The Borrower shall use the
proceeds of the Term Loans for working capital needs.

                           ARTICLE 3.
                                
                       CONDITIONS TO LOANS
                                
      SECTION 3.1.   Initial Loan.  The obligation of the  Lender
to  fund the first Term Loan and each subsequent Term Loan  shall
be subject to the prior or concurrent satisfaction of each of the
conditions precedent set forth in this Section 3.1.

      SECTION  3.1.1.  Resolutions, etc.  The Lender  shall  have
received:

     (a)  a certificate, dated the Closing Date, of the secretary
of the Borrower as of the Closing Date as to:

      (i)   resolutions of its Board of Directors, then  in  full
force   and  effect  authorizing  the  execution,  delivery   and
performance  of  the Loan Documents and the related  transactions
contemplated thereby, and

      (ii) the incumbency and signatures of those of its officers
authorized to act with respect to the Loan Documents;

      (b)   such other documents (certified if requested) as  the
Lender  may  reasonably request, with respect to this  Agreement,
the  Note, any other Loan Document, the transactions contemplated
hereby  and  thereby,  or  any Organic  Document  or  Contractual
Obligation.

     SECTION 3.1.2. Notes.  The Lender shall have received a Term
Note executed and delivered pursuant to Section 2.2.

     SECTION 3.1.3. No Contest, etc.  No litigation, arbitration,
governmental  investigation, injunction,  proceeding  or  inquiry
shall be pending or, to the knowledge of the Borrower, threatened
which:

      (a)   seeks to enjoin or otherwise prevent the consummation
of,  or  to recover any damages or obtain relief as a result  of,
the  transactions  contemplated by  or  in  connection  with  the
Agreement or any Loan Document; or

      (b)   would,  in the opinion of the Lender,  be  materially
adverse  to  any  of  the  parties hereto  with  respect  to  the
transactions contemplated hereby.

                            ARTICLE 4
                                
                        WARRANTIES, ETC.
                                
      In order to induce the Lender to enter into this Agreement,
to  engage  in the transactions contemplated herein  and  in  the
other  Loan  Documents  and  to  make  the  Loans,  the  Borrower
represents  and  warrants to the Lender  as  set  forth  in  this
Article 4.

      SECTION  4.1.   Organization, Power, Authority,  etc.   The
Borrower (i) is a corporation validly organized and existing  and
in  good  standing  under  the laws of the  jurisdiction  of  its
incorporation, (ii) is duly qualified to do business  and  is  in
good standing as a foreign corporation in each jurisdiction where
the  failure  to  so qualify could result in a  Material  Adverse
Change,  and  (iii) has full power and authority, and  holds  all
governmental licenses, permits, regulations and other  regulatory
approvals required under all Requirements of Law, to own and hold
under lease its property and to conduct its business as conducted
prior  and subsequent to the date hereof.  The Borrower has  full
power  and  authority to enter into and perform  its  Obligations
under  this  Agreement, the Notes and each  other  Loan  Document
executed or to be executed by it and to obtain Loans hereunder.

       SECTION  4.2.    Due  Authorization.   The  execution  and
delivery  by  Borrower of each Loan Document executed  or  to  be
executed  by  it,  and  the incurrence  and  performance  by  the
Borrower  of  the  Obligations have been duly authorized  by  all
necessary   corporate  action,  do  not  require  any  regulatory
approval (except those regulatory approvals already obtained), do
not  and will not conflict with, result in any violation  of,  or
constitute  any  default  under, any  provision  of  any  Organic
Document or Contractual Obligation of the Borrower or any law  or
governmental  regulation or court decree or order, and  will  not
result in or require the creation or imposition of any such  Lien
on  the  Borrower's properties pursuant to the provision  of  any
Contractual Obligation.

      SECTION 4.3.   Validity, etc.  Each of this Agreement,  the
Term  Notes and the other Loan Documents constitutes, the  legal,
valid  and  binding  obligation of the  Borrower  enforceable  in
accordance with its terms subject to the effect of any applicable
bankruptcy,  insolvency,  moratorium or  similar  laws  affecting
creditors' rights generally, and the effect of general principles
of  equity  (regardless of whether considered in a proceeding  in
equity or at law).

      SECTION 4.4.   Absence of Default.  The Borrower is not  in
default  in the payment of (or in the performance of any material
obligation  applicable to) any indebtedness, or  is  in  material
default under any regulation of any governmental agency or  court
decree  or order, or is in default under any Requirements of  Law
which default could result in a Material Adverse Change.

      SECTION 4.5.   Litigation, Legislation, etc.  There  is  no
pending   or,  to  the  knowledge  of  the  Borrower,  threatened
litigation, arbitration or governmental investigation, proceeding
or  inquiry  which, if adversely determined, could  result  in  a
Material Adverse Change.  To the knowledge of the Borrower, there
is  no  legislation, governmental regulation or judicial decision
that could result in a Material Adverse Change.
      SECTION 4.6.   Ownership of Properties.  The Borrower  owns
good  title to all of its material personal properties and assets
of any nature whatsoever, free and clear of all Liens.

       SECTION  4.7.    Accuracy  of  Information.   All  factual
information heretofore or contemporaneously furnished  by  or  on
behalf  of the Borrower in writing to the Lender for purposes  of
or   in   connection  with  this  Agreement  or  any  transaction
contemplated  hereby  is  true and  accurate  in  every  material
respect  on  the date as of which such information  is  dated  or
certified  and as of the date of execution and delivery  of  this
Agreement by the Lender and such information is not incomplete by
omitting  to  state  any  material fact necessary  to  make  such
information  not  misleading.  Neither  this  Agreement  nor  any
document or statement furnished to the Lender by or on behalf  of
the Borrower contains any untrue statement of a material fact  or
omits  to state any material fact necessary in order to make  the
statements contained herein or therein not materially misleading.

                            ARTICLE 5
                                
                            COVENANTS
                                
      SECTION 5.1.   Affirmative Covenants.  The Borrower  agrees
with   the   Lender  that  until  all  Obligations  (other   than
Obligations  that  expressly  survive  the  termination  of  this
Agreement  pursuant to Section 7.4) have been paid and  performed
in  full, the Borrower will perform the Obligations set forth  in
this Section 5.1.

     SECTION 5.1.1. Maintenance of Corporate Existence, etc.  The
Borrower  will cause to be done at all time all things  necessary
to maintain and preserve the corporate existence of the Borrower.

      SECTION  5.1.2. Foreign Qualification.  The  Borrower  will
cause  to  be done at all times all things necessary to  be  duly
qualified  to  do business and be in good standing as  a  foreign
corporation in each jurisdiction where the failure to so  qualify
could result in a Material Adverse Change.

     SECTION 5.1.3. Payment of Taxes, etc.  The Borrower will pay
and  discharge,  as  the same become due  and  payable,  (a)  all
Charges  against it or on any of its property, as well as  claims
of any kind which, if unpaid, might become a Lien upon any one of
its  properties, and (b) all lawful claims for labor,  materials,
supplies,  services  or otherwise before  any  thereof  become  a
Default; provided, however, that the foregoing shall not  require
the Borrower to pay or discharge any such Charge or claim so long
as it shall be diligently contesting the validity thereof in good
faith by appropriate proceedings and shall have set aside on  its
books adequate reserves in accordance with GAAP.

      SECTION  5.1.4. Notice of Default, Litigation,  etc.   Upon
learning  thereof, the Borrower will give prompt  written  notice
(with a description in reasonable detail) to the Lender of:

     (a)  the occurrence of any Default;

      (b)   the  occurrence  of  any litigation,  arbitration  or
governmental investigation or proceeding not previously disclosed
in  writing  by  the  Borrower  to  the  Lender  which  has  been
instituted  or, to the knowledge of the Borrower,  is  threatened
against,  the Borrower or to which any of its properties,  assets
or  revenues  is  subject which, if adversely  determined,  could
result in a Material Adverse Change; and

      (c)   the occurrence of any other circumstances which could
result in a Material Adverse Change.

      SECTION  5.1.5. Books and Records.  The Borrower will  keep
books  and  records  reflecting all of its business  affairs  and
transactions in accordance with GAAP and permit the Lender or any
of  its  representatives, during normal business hours, to  visit
all  of  its offices, to discuss its financial matters  with  its
officers and independent public accountants and to examine  (and,
at  the expense of the Borrower, photocopy extracts from) any  of
its books or other corporate records.  The Borrower shall pay any
fees of its independent public accountants incurred in connection
with the Lender's exercise of its rights pursuant to this Section
5.1.6.

     SECTION 5.1.6. Maintenance of Properties, Etc.  The Borrower
will  maintain  and  preserve all of  its  properties  (real  and
personal  and  including all intangible assets), except  obsolete
properties,  which are used or necessary in the  conduct  of  its
business  in good working order and condition, ordinary wear  and
tear excepted.

      SECTION  5.1.7. Maintenance of Licenses and  Permits.   The
Borrower   will  maintain  and  preserve  all  rights,   permits,
licenses,  regulatory approvals and privileges  issued  under  or
arising  under any Requirements of Law to the extent material  to
the conduct of the business of the Borrower.

      SECTION  5.1.8.  Compliance with Laws.  The  Borrower  will
comply   with  all  applicable  Requirements  of  Law;  provided,
however,  that  this  Section  5.1.8  shall  not  apply  to   any
circumstances  of  noncompliance that  together  with  all  other
noncompliance could not result in a Material Adverse Change.

     SECTION 5.2.   Negative Covenants.  The Borrower agrees with
the  Lender  that  until all Obligations (other than  Obligations
that expressly survive the termination of this Agreement pursuant
to  Section  7.4)  have  been paid and  performed  in  full,  the
Borrower  will perform the Obligations set forth in this  Section
5.2.

      SECTION 5.2.1. Indebtedness.  The Borrower will not create,
incur, assume or suffer to exist or otherwise become or be liable
in respect of any indebtedness other than:

      (a)   indebtedness  in  respect  of  the  Loans  and  other
Obligations;

      (b)   indebtedness in respect of liabilities resulting from
(i) endorsements of negotiable instruments in the ordinary course
of business; and (ii) surety bonds and other bonds issued for the
Borrower's account in the ordinary course of business;

      (c)   indebtedness of the Borrower existing on the  Closing
Date;

     (d)  capitalized lease liabilities;

     (e)  Purchase money indebtedness;

      (f)  extensions, refinancings, replacements and renewals of
any  of  the  foregoing  Indebtedness described  in  clauses  (c)
through  (e)  of this Section 5.2.1, provided that the  principal
amount thereof is not increased, and such extension, refinancing,
replacement or renewal does not impose more burdensome terms upon
the  Borrower  than the indebtedness being extended,  refinanced,
replaced or renewed.

      SECTION 5.2.2  Liens.  The Borrower will not create, incur,
assume  or suffer any Lien upon any of its property, revenues  or
assets, whether now owned or hereafter acquired, except:

      (a)   Liens  for  taxes, assessments or other  governmental
charges  or  levies  not  at  the time delinquent  or  thereafter
payable  with  penalty  or  being  contested  in  good  faith  by
appropriate  proceedings  and  for  which  adequate  reserves  in
accordance with GAAP shall have been set aside on its books; and

     (b)  Liens existing as of the Closing Date.

     SECTION 5.2.3  Consolidation, Merger, Subsidiaries, etc.

       (a)    The   Borrower  will  not  liquidate  or  dissolve,
consolidate with, or merge into or with, any Person, or  purchase
or  otherwise acquire all or substantially all of the  assets  or
stock  of  any  Person  (or  of any operating  division  or  unit
thereof).

     (b)  The Borrower will not create any subsidiary or transfer
any assets to any subsidiary.

      SECTION 5.2.4  Asset Dispositions, etc.  The Borrower  will
not  sell,  transfer,  lease or otherwise dispose  of,  or  grant
options,  warrants or other rights with respect to,  any  of  its
assets (including accounts receivable) to any Person in excess of
$10,000 in the aggregate, unless (a) such disposition is made  in
the  ordinary course of business and consists of inventories;  or
(b)  such  disposition constitutes a disposition of  obsolete  or
retired assets no longer used in the business of the Borrower.

      SECTION 5.2.5  Modification of Organic Documents, etc.  The
Borrower  will not consent to any amendment, supplement or  other
modification of any of the terms or provisions contained  in,  or
applicable to, the charter or the by-laws of the Borrower.

      SECTION 5.2.6  Inconsistent Agreements.  The Borrower  will
not  enter  into any material agreement containing any  provision
which  would be violated or breached in any material  respect  by
any Loan or by the performance by the Borrower of its obligations
hereunder or under any Loan Document.

                            ARTICLE 6
                                
                        EVENTS OF DEFAULT
                                
      SECTION 6.1         Events of Default.  The Term "Event  of
Default"  shall mean any of the events set forth in this  Section
6.1.

      SECTION  6.1.1. Non-Payment of Obligations.   The  Borrower
shall default:

      (a)  in the payment or prepayment when due of any principal
of any Loan;

      (b)   in  the payment when due of the interest  payable  in
respect  of  any Loan or any other Obligations and  such  default
shall continue unremedied for a period of five (5) days.

      SECTION  6.1.2. Non-Performance of Certain Covenants.   The
Borrower  shall default in the due performance and observance  of
any  of its obligations under Section 5.1 and such default  shall
continue  unremedied for a period of ten (10) days  after  notice
thereof  shall have been given to the Borrower by the Lender  (or
if  such default is not reasonably susceptible to cure within  10
days  and  so  long  as  the  Borrower  promptly  commences   and
diligently pursues such cure, such longer period as is reasonably
needed  to effect such cure, but in no event longer than 30  days
from  the  date  notice is given), or shall default  in  the  due
performance  or  observation  of any  of  its  obligations  under
Section 5.2.

      SECTION  6.1.3.  Defaults Under Other Loan Documents;  Non-
Performance  of Other Obligations.  Any "Event of Default"  shall
occur  under  the  other Loan Documents; or  the  Borrower  shall
default  in  the  due  performance and observance  of  any  other
obligation,  covenant or agreement contained  herein  or  in  any
other  Loan  Document and such default shall continue  unremedied
for  a  period of ten (10) days after notice thereof  shall  have
been  given to the Borrower by the Lender (or if such default  is
not  reasonably susceptible to cure within 10 day and so long  as
the Borrower promptly commences and diligently pursues such cure,
such  longer period as is reasonably needed to effect such  cure,
but  in  no  event longer than 30 days from the  date  notice  is
given).

     SECTION 6.1.4  Bankruptcy, Insolvency, etc.  The Borrower or
any of its Subsidiaries shall:

      (a)  become insolvent or generally fail to pay, or admit in
writing its inability to pay, debts as they become due;

     (b)  apply for, consent to, or acquiesce in, the appointment
of  a trustee, receiver, sequestrator or other custodian for  any
of any of the Borrower or its Subsidiaries or any of its property
or make a general assignment for the benefit of creditors;

      (c)   in  the  absence  of  such  application,  consent  of
acquiescence,  permit  or suffer to exist the  appointment  of  a
trustee, receiver, sequestrator or other custodian for any of the
Borrower  or  its Subsidiaries or for a substantial part  of  its
property,  and  such  trustee, receiver,  sequestrator  or  other
custodian shall not be discharged within sixty (60) days;

      (d)   permit  or  suffer to exist the commencement  of  any
bankruptcy, plan reorganization, debt arrangement or  other  case
or  proceeding  under any bankruptcy or insolvency  law,  or  any
dissolution, winding up or liquidation proceeding, in respect  of
any  of  the  Borrower or its Subsidiaries and, if such  case  or
proceeding  is not commenced by the Borrower or its Subsidiaries,
as the case may be, such case or proceeding shall be consented to
or  acquiesced in or shall result in the entry of  an  order  for
relief or shall remain for sixty (60) days undismissed; or

       (e)    take  any  corporate  action  authorizing,  or   in
furtherance of, any of the foregoing.

      SECTION  6.1.5. Breach of Warranty.  Any representation  or
warranty  of the Borrower hereunder or in any other Loan Document
or in any other writing furnished by or on behalf of the Borrower
to  the  Lender  for the purposes of or in connection  with  this
Agreement or any such Loan Document is or shall be incorrect when
made in any material respect.

      SECTION 6.1.6. Default on Other Indebtedness, etc.  (a) Any
indebtedness  of  the Borrower in an aggregate  principal  amount
exceeding  $25,000  (i) shall be duly declared  to  be  or  shall
become  due and payable prior to the stated maturity thereof,  or
(ii)  shall  not  be paid as and when the same  becomes  due  and
payable including any applicable grace period; or (b) there shall
occur  and be continuing any event under any Instrument  relating
to  any  indebtedness  of the Borrower in an aggregate  principal
amount  exceeding $25,000, the effect of which is to  cause  such
indebtedness  to become due prior to its stated  maturity  or  to
permit  the holder or holders of such indebtedness, or a trustee,
agent  or  other  representative on  behalf  of  such  holder  or
holders,  to cause such indebtedness to become due prior  to  its
stated maturity or to require (or permit the holder or holders to
require) the Borrower to redeem, repurchase or otherwise  acquire
or retire such indebtedness for value.

      SECTION  6.1.7.  Judgments.  A final judgment  which,  with
other  such outstanding final judgments against the Borrower  (in
each  case  to the extent not covered by insurance),  exceeds  an
aggregate of $25,000, shall be entered against the Borrower  and,
within 30 days after entry thereof, such judgment shall not  have
been  discharged or execution thereof stayed pending appeal,  or,
within  30  days  after the expiration of  any  such  stay,  such
judgment shall not have been discharged or stayed.
      SECTION  6.2.    Action if Bankruptcy.   If  any  Event  of
Default described in subsection (d) of Section 6.1.4 shall occur,
the outstanding principal amount of all outstanding Loans and all
other  Obligations shall automatically be and become  immediately
due and payable without notice, demand or presentment.

      SECTION  6.3.   Action if Other Event of Default.   If  any
Event  of  Default (other than any Event of Default described  in
Section  6.1.4) shall occur for any reason, whether voluntary  or
involuntary,  and be continuing, the Lender may, upon  notice  or
demand  declare  all or any portion of the outstanding  principal
amount  of  the Loans to be due and payable and any or all  other
Obligations  to  be due and payable, whereupon  the  full  unpaid
amount  of  such  Loans and any and all other  Obligations  which
shall  be  so  declared  due  and payable  shall  be  and  become
immediately  due and payable without further notice,  demand,  or
presentment.

                            ARTICLE 7
                                
                          MISCELLANEOUS

     SECTION 7.1.   Waivers, Amendments, etc.  (a) The provisions
of this Agreement and of each Loan Document may from time to time
be  amended,  modified or waived, if such amendment, modification
or  waiver is in writing and, (x) in the case of an amendment  or
modification, is consented to by the Borrower and the Lender  and
(y)  in  the  case of a waiver of obligation of the  Borrower  or
compliance  with any prohibition contained in this  Agreement  or
any other Loan Document, is consented to by the Lender.

      (b)   No  failure  or delay on the part of  the  Lender  in
exercising any power or right under this Agreement or  any  other
Loan  Document shall operate as a wavier thereof, nor  shall  any
single  or  partial exercise of any such power or right  preclude
any  other  or  further exercise thereof or the exercise  of  any
other power or right.  No notice to or demand on the Borrower  in
any  case shall entitle it to any notice or demand in similar  or
other circumstances.  No waiver or approval by the Lender to  any
other  Loan Document shall, except as may be otherwise stated  in
such   waiver   or   approval,   be  applicable   to   subsequent
transactions.  No waiver or approval hereunder shall require  any
similar or dissimilar waiver or regulatory approval thereafter to
be granted hereunder.

      (c)  The Lender shall be under no obligation to marshal any
assets in favor of the Borrower or any other party or against  or
in  payment  of  any  or  all of the Obligations.   Recourse  for
security  shall not be required at any time.  To the extent  that
the  Borrower makes a payment or payments to the Lender that  are
subsequently for any reason invalidated, set aside or required to
be  repaid  to a trustee, receiver or any other party  under  any
bankruptcy  law,  state or federal law, common law  or  equitable
cause,  then  to the extent of such recovery, the  obligation  or
part  thereof originally intended to be satisfied, and all rights
and  remedies  therefor, shall be revived and  continue  in  full
force and effect as if such payment had not been made.

      SECTION 7.2.   Notices.  All notices hereunder shall be  in
writing  or  by telecopy and shall be sufficiently given  to  the
Lender  or the Borrower if addressed or delivered to them at  the
following addresses:

     If to Lender:       IMM International, Inc.
                    Attn:  Hope Trowbridge, President
                    #2 Springhill Road, Suite 17
                    Norwalk, CT  06851
                    Telecopy No. 203-255-2291

     If to Borrower:     J-Bird Music Group, Ltd.
                    Attn:  Jay Barbieri, President
                    396 Danbury Road
                    Wilton, Connecticut  06897
                    Telecopy No. 203-761-8809

or  at such other address as any party may designate to any other
party  by  written  notice.  All such notices and  communications
shall  be  deemed to have been duly given:  at the time delivered
by  hand, if personally delivered; when received, if deposited in
the  mail,  postage prepaid; when transmission  is  verified,  if
telecopied; and on the next Business Day, if timely delivered  to
an air courier guaranteeing overnight delivery.

      SECTION 7.3.   Costs and Expenses.  The Borrower agrees  to
pay  and  hold  the Lender harmless from any stamp,  documentary,
intangibles,  transfer  or  similar taxes  or  charges,  and  all
recording  or  filing fees with respect to the Loan Documents  or
any  payments to be made thereunder, and to reimburse the  Lender
upon  demand for all reasonable out-of-pocket expenses (including
reasonable  attorneys' fees and expenses) incurred by the  Lender
in enforcing the Obligations of the Borrower under this Agreement
or  any  other Loan Document or related Document or in connection
with any restructuring or "work-out" of any Obligations.

      SECTION  7.4.   Survival.  The obligations of the  Borrower
under  Sections  2.5  and 7.3, shall in  each  case  survive  any
termination   of   this   Agreement.   The  representations   and
warranties made by the Borrower in this Agreement, the Term Notes
and  each  other  Loan Document shall survive the  execution  and
delivery  of this Agreement, the Term Notes and each  such  other
Loan Document.

       SECTION  7.5.    Severability.   Any  provision  of   this
Agreement,  the  Term Notes or any other Loan Document  which  is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of
this  Agreement,  the Term Notes or such other Loan  Document  or
affecting the validity or enforceability of such provision in any
other jurisdiction.

      SECTION  7.6.    Headings.  The various  headings  of  this
Agreement,  the  Term Notes and of each other Loan  Document  are
inserted for convenience only and shall not affect the meaning or
interpretation  of this Agreement, the Notes or such  other  Loan
Document or any provisions hereof or thereof.

      SECTION  7.7.    Counterparts,  Effectiveness,  etc.   This
Agreement  may  be  executed  by the parties  hereto  in  several
counterparts, each of which shall be deemed to be an original and
all  of  which  shall constitute together but one  and  the  same
agreement.    This   Agreement  shall   become   effective   when
counterparts  hereof executed on behalf of the Borrower  and  the
Lender shall have been received by the Lender.

      SECTION  7.8.   Governing Law; Entire Agreement.  (a)  THIS
AGREEMENT  AND  THE  TERM NOTES SHALL EACH  BE  DEEMED  TO  BE  A
CONTRACT  MADE  UNDER AND GOVERNED BY THE INTERNAL  LAWS  OF  THE
STATE  OF  CONNECTICUT.  This Agreement, the Term Notes  and  the
other  Loan  Documents constitute the entire understanding  among
the  parties hereto with respect to the subject matter hereof and
supersede  any  prior agreements, written or oral,  with  respect
thereto.

     (b)  EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS
TO  THE  JURISDICTION OF ANY CONNECTICUT STATE OR  FEDERAL  COURT
SITTING IN CONNECTICUT IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR  RELATING  TO  THIS AGREEMENT OR ANY OTHER  LOAN  DOCUMENT  OR
RELATED  DOCUMENT, AND EACH HEREBY IRREVOCABLY  AGREES  THAT  ALL
CLAIMS  IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD  AND
DETERMINED  IN  SUCH  CONNECTICUT STATE OR  FEDERAL  COURT.   THE
BORROWER  AGREES THAT SUCH JURISDICTION SHALL BE  EXCLUSIVE  WITH
RESPECT  TO  ANY SUCH ACTION OR PROCEEDING BROUGHT BY IT  AGAINST
THE  LENDER.   EACH  PARTY TO THIS AGREEMENT  HEREBY  IRREVOCABLY
WAIVES,  TO  THE  FULLEST EXTENT IT MAY EFFECTIVELY  DO  SO,  THE
DEFENSE  OF  ANY  INCONVENIENT FORUM TO THE MAINTENANCE  OF  SUCH
ACTION OR PROCEEDING.

      (c)   The  Borrower irrevocably consents to the service  of
process  in  the  State of Connecticut when  and  as  such  legal
actions or proceedings may be brought in the courts of the  State
of  Connecticut  or  of the United States of America  sitting  in
Connecticut  by  the mailing of the copies thereof  by  certified
mail,  return receipt requested, postage prepaid, to  it  at  its
address  set forth herein, such service to become effective  upon
the  earlier of (i) the date 10 calendar days after such  mailing
or (ii) any earlier date permitted by applicable law.  Nothing in
this  Section 7.8 shall affect the right of the Lender  to  bring
proceedings  against  the Borrower in the  courts  of  any  other
jurisdiction or to serve process in any other manner permitted by
applicable law.

      SECTION  7.9.    Successors and Assigns.   This  Assignment
shall  be  binding  upon and shall inure to the  benefit  of  the
parties  hereto  and  their respective  successors  and  assigns;
provided,  however, that the Borrower may not assign or  transfer
its  rights  or  obligations hereunder without the prior  written
consent of the Lender.

     SECTION 7.10.  Other Transactions.  Nothing contained herein
shall  preclude  the Lender from engaging in any transaction,  in
addition  to  those contemplated by this Agreement or  any  other
Loan  Document,  with the Borrower or any of  its  Affiliates  in
which  the  Borrower or such Affiliate is not  restricted  hereby
from engaging with any other Person.

      SECTION 7.11.  Waiver of Jury Trail, etc.,  THE LENDER  AND
THE  BORROWER  HEREBY KNOWINGLY, VOLUNTARILY,  AND  INTENTIONALLY
WAIVE  ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT  OF
ANY  LITIGATION  BASED HEREON, OR ARISING OUT OF,  UNDER,  OR  IN
CONNECTION  WITH,  THIS AGREEMENT, THE NOTES OR  ANY  OTHER  LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER  VERBAL  OR WRITTEN), OR ACTIONS OF THE  LENDER  OR  THE
BORROWER.   THIS  PROVISION IS A MATERIAL INDUCEMENT  FOR  LENDER
ENTERING INTO THIS AGREEMENT.

       SECTION  7.12.   Usury  Savings  Clause.   Notwithstanding
anything  to  the contrary in this Agreement or  any  other  Loan
Document,  if  at any time any rate of interest accruing  on  any
Obligation,  when  aggregated with all  amounts  payable  by  the
Borrower  under  any  of the Loan Documents that  are  deemed  or
construed  to be interest accrued or accruing on such  Obligation
under  applicable  law,  exceeds the  highest  rate  of  interest
permissible under any law which a court of competent jurisdiction
shall,  in  a final determination, deem applicable to the  Lender
with  respect to such Obligation (each a "Maximum Lawful  Rate"),
then  in such event and so long as the Maximum Lawful Rate  would
be  so  exceeded, such rate of interest shall be reduced  to  the
Maximum Lawful Rate; provided that if at any time thereafter such
rate  of  interest accruing on Obligations held by the Lender  is
less than the Maximum Lawful Rate, the Borrower shall continue to
pay  interest to the Lender at the Maximum Lawful Rate until such
time  as the total interest received by the Lender in respect  of
the  Obligations held by it is equal to the total interest  which
the  Lender  would have received had interest on all  Obligations
held  by the Lender (but for the operation of this Section  7.12)
accrued at the rate otherwise applicable under this Agreement and
the  other Loan Documents.  Thereafter, interest payable  to  the
Lender  in respect of the Obligations held by it shall accrue  at
the  applicable rate set forth in this Agreement  or  other  Loan
Documents  unless and until such rate again exceeds  the  Maximum
Lawful  Rate, in which event this Section 7.12 shall apply again.
In  no  event,  shall the total interest received by  the  Lender
pursuant  to the terms hereof exceed the amount which the  Lender
could lawfully have received had interest been calculated for the
full  term of this Agreement at the Maximum Lawful Rate.  In  the
event that the Maximum Lawful Rate is calculated pursuant to this
Section  7.12,  (a) if required by applicable law, such  interest
shall  be calculated at a daily rate equal to the Maximum  Lawful
Rate  divided  by the number of days in the year  in  which  such
calculation is made, and (b) if permitted by applicable law,  the
Borrower  and the Lender shall (i) characterize any non-principal
payment  as  an expense, fee or premium rather than as  interest,
(ii)  exclude  voluntary prepayments and the effect thereof,  and
(iii)  amortize, prorate, allocate and spread in equal or unequal
parts  that  total  amount  of  interest  throughout  the  entire
contemplated  term of the Loans so that interest for  the  entire
term  of the Loans shall not exceed the Maximum Lawful Rate.   In
the event that a court of competent jurisdiction, notwithstanding
the   provisions  of  this  Section  7.12  shall  make  a   final
determination that the Lender has received interest in excess  of
the  Maximum  Lawful  Rate,  the  Lender  shall,  to  the  extent
permitted by applicable law, promptly apply such excess, first to
any  interest  due and outstanding under this Agreement  and  the
other  Loan  Documents, second to any principal due  and  payable
under  this Agreement and the Term Notes, third to the  remaining
principal  amount  of  the  Notes  and  fourth  to  other  unpaid
Obligations held by the Lender, and thereafter shall  refund  any
excess  to  the Borrower or as a court of competent  jurisdiction
may otherwise order.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to be executed by their respective officers  thereunto
duly authorized as of the day and year first above written.

                              J-BIRD MUSIC GROUP, LTD.

                              By:  /s/
                                   Name:  John J. Barbieri
                                   Title:  President

                              IMM INTERNATIONAL, INC.,

                              By:  /s/
                                   Name:  Hope D. Trowbridge
                                   Title:  President
                                                        Exhibit A
                            TERM NOTE
                                
$_____________
_________, 1998

      FOR  VALUE  RECEIVED, the undersigned J-BIRD  MUSIC  GROUP,
LTD.,  a  Pennsylvania corporation (the "Borrower"), promises  to
pay   to  the  order  IMM  INTERNATIONAL,  INC.,  a  Pennsylvania
corporation  (the  "Lender"), at the  times  and  in  the  manner
provided  in  the  Credit Agreement referenced  hereinafter,  the
principal                         sum                          of
________________________________________________________      AND
NO/100  DOLLARS ($_________________) or, if less, the outstanding
principal amount of the Term Loan made by the Lender pursuant  to
that  certain  Credit Agreement, dated as of ___________________,
1998  (as  amended, restated, supplemented or otherwise  modified
form time to time, the "Credit Agreement"; capitalized terms used
herein and not defined herein shall have the meaning ascribed  to
them in the Credit Agreement), by and among the Borrower, and the
Lender.

      The  unpaid principal amount of this Note from time to time
shall  bear  interest as provided in Section 2.4  of  the  Credit
Agreement.   All  payments of principal of and interest  on  this
Note shall be payable in lawful currency of the United States  of
America  to  the account designated by the Lender in  immediately
available  funds in accordance with Sections 2.3 and 2.4  of  the
Credit Agreement.

      This  note  is  a  Term Note referenced in,  and  evidences
indebtedness  incurred  under, the  Credit  Agreement,  to  which
reference is made for a statement of the terms and conditions  on
which  the Borrower is permitted and required to make prepayments
and repayments of principal of the indebtedness evidenced by this
Note and on which such indebtedness may be declared to be or  may
automatically become immediately due and payable.

      THIS  NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER  AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CONNECTICUT.

     The Borrower hereby waives all requirements as to diligence,
presentment, demand of payment, protest and notice  of  any  kind
with  respect  to  this Note.  All amounts  owing  hereunder  are
payable  by  the  Borrower without relief from any  valuation  or
appraisal laws.

                                   J-BIRD MUSIC GROUP, LTD.


                                                              By:
________________________________
                                          Name:
                                          Title: