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                                  ACQUISITION NOTE

$13,000,000                                                     JUNE 18, 1998

     For value received, the undersigned, MACKIE DESIGNS INC. ("Borrower"),
promises to pay to the order of U. S. BANK NATIONAL ASSOCIATION ("U. S. 
Bank"), at 1420 Fifth Avenue, Seattle, Washington 98101, or such other place 
or places as the holder hereof may designate in writing, the principal sum of 
Thirteen Million Dollars ($13,000,000) or so much thereof as advanced by 
U. S. Bank in lawful, immediately available money of the United States of 
America, in accordance with the terms and conditions of that certain credit 
agreement of even date herewith by and between Borrower and U. S. Bank 
(together with all supplements, exhibits, amendments and modifications 
thereto, the "Credit Agreement").  Borrower also promises to pay interest on 
the unpaid principal balance hereof, commencing as of the first date of an 
advance hereunder, in like money in accordance with the terms and conditions, 
and at the rate or rates provided in the Credit Agreement.  All principal, 
interest, and other charges are due and payable in full on September 30, 2003.

     Borrower and all endorsers, sureties, and guarantors hereof jointly and 
severally waive presentment for payment, demand, notice of nonpayment, notice 
of protest, and protest of this Note, and all other notices in connection 
with the delivery, acceptance, performance, default, dishonor, or enforcement 
of the payment of this Note except such notices as are specifically required 
by this Note or by the Credit Agreement, and they agree that the liability of 
each of them shall be unconditional without regard to the liability of any 
other party and shall not be in any manner affected by any indulgence, 
extension of time, renewal, waiver, or modification granted or consented to 
by U. S. Bank. Borrower and all endorsers, sureties, and guarantors hereof, 
if any, (1) consent to any and all extensions of time, renewals, waivers, or 
modifications that may be granted by U. S. Bank with respect to the payment 
or other provisions of this Note and the Credit Agreement; (2) consent to the 
release of any property now or hereafter securing this Note with or without 
substitution; and (3) agree that additional makers, endorsers, guarantors, or 
sureties may become parties hereto without notice to them and without 
affecting their liability hereunder.

     This Note is the Acquisition Note referred to in the Credit Agreement 
and as such is entitled to all of the benefits and obligations specified in 
the Credit Agreement, including but not limited to any Collateral and any 
conditions to making advances 

ACQUISITION NOTE                                                        PAGE 1
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hereunder.  Terms defined in the Credit Agreement are used herein with the 
same meanings.  Reference is made to the Credit Agreement for provisions for 
the repayment of this Note and the acceleration of the maturity hereof.

                                        MACKIE DESIGNS INC.
                                        
                                        
                                        By        
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                                        Title     
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ACQUISITION NOTE                                                        PAGE 2