Exhibit 10.25

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of
June 1, 2003 ("Commencement Date"), between Musician's Friend, Inc., a Delaware corporation (the
"Company"), and Robert V. Eastman (the "Executive"). This Agreement amends and restates that certain
Amended and Restated Employment Agreement that originally became effective on May 28, 1999 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.    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.

B.    Executive
desires to render services to the Company and the Company desires to employ Executive, 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:





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provided,however, that with respect to unintentional breaches of Section 4(j)(ii),
(iii) and (v), the Company shall be given written notice by Executive of such breach and 30 days to cure such breach, if curable.



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(Signature
Page Follows)

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

| |  | MUSICIAN'S FRIEND, INC.
| |  | -----------------------
| |  | By:                    
| |  |                        
| |  | EXECUTIVE              
| |  |                        
| |  |                        

|Address for Notice: |  |  |  |  | 
|------------------- |  |  |  |  | 
|                    |  |  |  |  | 
|                    |  |  |  |  | 
|                    |  |  |  |  | 
|                    |  |  |  |  | 
|                    |  |  |  |  | 

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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:Hartford 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

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

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OHIO:Cleveland metropolitan area
Cincinnati metropolitan area

OREGON:Medford metropolitan area
Eugene metropolitan area
Portland 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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