Exhibit 10.2

                         FIFTH AMENDMENT, CONSENT AND WAIVER
                             TO SECURED CREDIT AGREEMENT


	This Fifth Amendment, Consent and Waiver to Secured Credit Agreement (this
"Agreement") is dated as of October 13, 1999, and is between Platinum
Entertainment, Inc., a Delaware corporation (the "Borrower"), and First Source
Financial LLP, an Illinois limited liability partnership, as Agent for Lenders
party to the Secured Credit Agreement (as defined below) (the "Agent").

                                   RECITALS

    WHEREAS, the parties hereto are parties to that certain Secured Credit
Agreement, dated as of July 31, 1998 (as amended, restated, supplemented
or otherwise modified from time to time, the "Secured Credit Agreement"); and

    WHEREAS, Borrower and Lenders desire to amend the Secured Credit
Agreement to make certain changes thereto and to correct certain matters, all
as set forth below.

    NOW THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto agree as follows:

                                  AGREEMENT

1. Definitions. Capitalized terms used but not otherwise defined herein shall
have the meanings as set forth in the Secured Credit Agreement.

2. Amendments to Secured Credit Agreement.  The Secured Credit Agreement is
hereby amended as follows:

    (a) Section 1.1 of the Secured  Credit Agreement is hereby amended by adding
        the following definitions in their proper alphabetical order:

        "* Library" shall mean any and all sound recordings listed on
Exhibit A attached hereto and any and all masters, videos and any materials
associated with such sound recordings.

        "* Sale Proceeds" shall mean the aggregate cash proceeds payable
to Borrower in connection with the sale of the * Library after deduction
of all reasonable, customary and documented costs and expenses (including,
without limitation, taxes) of such sale.

    (b) Section 2.1(a) of the Secured Credit Agreement is hereby amended by
        deleting the date "July 31, 2003" in the third line thereof and
        replacing it with the date "March 31, 2000".

    (c) Section 2.7 of the Secured Credit Agreement is hereby amended by
        inserting the following new Section 2.7(d) immediately following
        Section 2.7(c):

        (d) Upon receipt by Borrower of the * Sale Proceeds, Borrower
            shall immediately deposit the * Sale Proceeds into the Master
            Account for application to the outstanding Liabilities in accordance
            with the terms of this Agreement.  Concurrently with the payment set
            forth in this Section 2.7(d), the Revolving Commitment shall be
            reduced by an amount equal to 50% of the * Sale Proceeds.

    (d) Section 2.8 of the Secured Credit Agreement is hereby amended  by
        deleting it in its entirety.

    (e) Section 5.6 of the Secured Credit Agreement is hereby amended by
        deleting it in its entirety and replacing it with the following:

        SECTION 5.6 Appraisal Fees.  Borrower shall pay to Agent all appraisal
                  costs and expenses related to the following appraisals of
                  Borrower's music catalog prepared after the Closing Date at
                  the request of Agent:  (i) any appraisals conducted during the
                  occurrence and continuance of an Unmatured Event of Default or
                  Event of Default; (ii) an appraisal conducted by Valuation
                  Research Corporation at the request of the Agent made in
                  September 1999; and (iii) an appraisal conducted by Kagan
                  Media Appraisals, Inc. at the request of the Agent made in
                  September 1999; provided that the aggregate fees payable by
                  Borrower to Agent with respect to the appraisals referenced in
                  clauses (ii) and (iii) above shall not exceed $60,000 plus
                  out-of-pocket expenses of the appraisers.
[FN]
* Confidential portions omitted and filed separately with the commission.
</FN>
<PAGE>

    (f) Section 11.12 of the Secured Credit Agreement is hereby amended by
        inserting the following in the eighth line thereof immediately following
        the word "assets":

            (unless in connection and concurrently with such sale, Borrower
        indefeasibly pays in full in cash all outstanding Liabilities hereunder)

    (g) Section 11.30 of the Secured Credit Agreement is hereby amended by
        inserting the following in the fifth line thereof immediately following
        the amount "$50,000":

            and (iii) sales of Property the proceeds of which are concurrently
        used by the Borrower to indefeasibly pay in full in cash all outstanding
        Liabilities hereunder.

    (h) Section 11.33 of the Secured Credit Agreement is hereby amended by
        deleting it in its entirety and replacing it with the following:

        SECTION 11.33   Financial Covenants.

        (a) EBITDA.  Not permit EBITDA measured on the last day of each month
            set forth below for the month ended on such day to be less than the
            amount listed below opposite such period:

            Periods                             Minimum EBITDA

            October 1999                           $5,400,000
            November 1999                               $0
            December 1999                          ($250,000)
            January 2000                           ($450,000)
            February 2000                               $0

        (b) Gross Capital Expenditures.  Not, nor shall it permit any Subsidiary
            to, directly or indirectly (by way of the acquisition of the
            securities of a Person or otherwise), make or commit to make Gross
            Capital Expenditures, except that Borrower may, so long as no Event
            of Default or Unmatured Event of Default shall exist or would result
            therefrom, make Gross Capital Expenditures (excluding any permitted
            acquisitions) in the ordinary course of business in an aggregate
            amount not to exceed $1,000,000 during (a) the period from the
            Closing Date through December 31, 1998 and (ii) any Fiscal Year
            thereafter.

    (i) Section 11 of the Secured Credit Agreement is hereby amended by adding
        the following at the end thereof:

        SECTION 11.35   Borrowing Availability.  Borrower shall maintain at all
                   times Borrowing Availability of at least $300,000.

        SECTION 11.36   Board Resolution.  As soon as possible and in no event
                   later than November 15, 1999, Borrower shall deliver to Agent
                   a certified copy of the unanimous resolution of the full
                   Board of Directors of each of the Borrower and the Guarantors
                   in form and substance satisfactory to Agent ratifying the
                   execution and delivery by Borrower and the Guarantors of the
                   Fifth Amendment, Consent and Waiver to Secured Credit
                   Agreement in its final form and the consummation of the
                   transactions contemplated by such agreement and each other
                   Related Document to be executed and delivered in connection
                   therewith and the performance of their respective obligations
                   thereunder.
    (j) Section 13.1(f) of the Secured Credit Agreement is hereby amended by
        deleting it in its entirety and replacing it with the following:

        (f) Failure by Borrower to comply with or to perform (x) any provision
            contained in clause (i) of Section 11.1(h), Section 11.4 or
            Section 11.10 through 11.34 or (y) any provision contained in any
            Section of this Agreement (other than occurrences referred to or
            embodied in other clauses of this Section 13.1) for a period of
            five (5) Business Days after the earlier of (i) Borrower's receipt
            of notice from Agent or (ii) actual knowledge of such failure by
            Borrower.

    (k) The Secured Credit Agreement is hereby amended by deleting in their
        entirety the headings "Commitments" and "Aggregate Commitments" and all
        amounts listed thereunder set forth on the signature page of the Secured
        Credit Agreement.

    (l) Schedule 1 to the Credit Agreement is hereby amended by deleting it in
        its entirety and replacing it with Schedule 1 attached to this
        Agreement.

    (m) Schedule 10.16 to the Secured Credit Agreement is hereby amended to
        delete the address "11810 Willis Road, Alpharetta, GA 30004" and adding
        the address "11415 Old Roswell Rd., Alpharetta, GA 30201".

3. Waivers.
    (a) Indebtedness.  Lenders and Agent hereby waive any Unmatured Event of
        Default or Event of Default caused by Borrower's breach of Section 11.19
        or 11.21 of the Secured Credit Agreement arising from Borrower's
        incurrence of the Indebtedness set forth on Exhibit A attached to this
        Agreement.  Schedules 11.19 and 11.21 of the Secured Credit Agreement
        are hereby amended to include the Indebtedness set forth on Exhibit A
        attached hereto.

    (b) Financial Covenants.  Lenders and Agent hereby waive any Unmatured Event
        of Default or Event of Default caused by Borrower's failure to comply
        with Sections 11.33(a) and 11.33(b) of the Secured Credit Agreement, as
        they existed before the date of this Agreement, through and including
        September 30, 1999.

    (c) Polygram.  Lenders and Agent hereby waive any Unmatured Event of Default
        or Event of Default arising under Section 13.1(n) of the Secured Credit
        Agreement as a result of the termination of the Polygram Distribution
        Agreement.

    (d) Commitment Reduction.  Lenders and Agent hereby waive the five Business
        Days' notice under Section 2.6 of the Secured Credit Agreement and any
        Prepayment Premium that would otherwise be applicable with respect to
        the $1,400,000 reduction of the Revolving Commitment required by
        Section 6(d) of this Agreement.

    (e) Legal Fees.  Lenders and Agent hereby waive all fees and out-of-pocket
        fees otherwise payable under Section 14.4 of the Secured Credit
        Agreement incurred with respect to the negotiations regarding the sale
        of the Borrower's 1,320,000 shares of Music Connection Corporation (or,
        as exchanged, Musicmaker.com) and the preparation, negotiations and
        execution of this Agreement.

    (f) Default Interest.  Lenders and Agent hereby waive all accrued and unpaid
        interest on the Loans outstanding on the date hereof in excess of the
        non-default contract rate per annum applicable to the Loans.

    (g) Interest Payment.  Lenders and Agent hereby waive the Event of Default
        arising under Section 13.1(a) of the Secured Credit Agreement as a
        result of Borrower's late payment of the interest due on the Loans on
        September 15, 1999.

    (h) Limited Waivers.  The foregoing waivers are limited to the specific
        purpose for which they were granted, and except as set forth in this
        Section 3, such waivers shall not be construed as a waiver or other
        modification with respect to any other term, condition or other
        provisions of any Related Document.

4. Consent.

    (a) Lenders and Agent hereby consent to the sale of the Borrower's 1,320,000
        shares of Music Connection Corporation (or as exchanged, Musicmaker.com)
        for a purchase price of $9.125 per share provided that the Asset Sale
        Proceeds of such stock shall be immediately delivered to Agent by wire
        transfer of immediately available funds to the Master Account for
        application to the outstanding Liabilities in accordance with the terms
        of Section 7.3 of the Secured Credit Agreement.

    (b) Lenders and Agent hereby consent to the sale of the * Library;
        provided that such sale is made by the Borrower to an unaffiliated party
        on an arms length basis for cash only; provided further that all cash
        proceeds of such sale are deposited into the Master Account in
        accordance with the terms of Section 2.7(d) of the Secured Credit
        Agreement.

5. Representations and Warranties. To induce Agent and Lenders to enter into
this Agreement and to extend Loans and L/C Guaranties under the Secured Credit
Agreement, Borrower represents and warrants to Agent that:

    (a) Due Authorization, etc.  The execution, delivery and performance by
        Borrower of this Agreement are within its corporate powers, have been
        duly authorized by all necessary corporate action, have received all
        necessary governmental approval (if any shall be required), and do not
        and will not contravene or conflict with any Requirement of Law or
        Contractual Obligation binding upon such entity.  This Agreement is the
        legal, valid, and binding obligation of Borrower enforceable against
        Borrower in accordance with its respective terms.

    (b) Certain Agreements. To the best of Borrower's knowledge, on the date
        hereof all warranties of the Borrower thereto set forth in the Secured
        Credit Agreement are true and correct in all material respects, without
        any waiver or modification thereof and, after giving effect to this
        Agreement, no Unmatured Event of Default or Event of Default exists
        under the Secured Credit Agreement or any other Related Document.

    (c) Financial Information. All balance sheets, all statement of operations,
        of shareholders' equity and of changes in financial position, and other
        financial data which have been or shall hereafter be furnished to Agent
        for the purposes of or in connection with this Agreement have been and
        will be prepared in accordance with GAAP consistently applied throughout
        the periods involved and do and will, present fairly the financial
        condition of the entities involved as of the dates thereof and the
        results of their operations for the periods covered thereby.

    (d) Litigation. Except as set forth on Exhibit C to this Agreement, no
        material litigation (including, without limitation, derivative actions),
        arbitrations, governmental investigation or proceeding or inquiry shall,
        on the date hereof, be pending which was not previously disclosed in
        writing to Agent and no material adverse development shall have occurred
        in any litigation (including, without limitation, derivative actions),
        arbitration, government investigations, or proceeding or inquiry
        previously disclosed to Agent in writing.

6. Conditions to Effectiveness.  This Agreement shall be effective as of the
date hereof upon the satisfaction of the conditions set forth in this Section 6
and delivery of the following documents to Agent on or prior to the date hereof
(unless another date is specified), in form and substance satisfactory to Agent:

    (a) Amendment.  Borrower shall have delivered to Agent executed originals of
        this Agreement.

    (b) Consents and Acknowledgments.   Borrower shall have obtained all
        consents, approvals and acknowledgments which may be required with
        respect to the execution, delivery and performance of this Agreement.

    (c) No Default.  As of the date hereof after giving effect to this
        Agreement no Unmatured Event of Default or Event of Default under any
        Related Document shall have occurred and be continuing.

    (d) Commitment Reduction.  Agent shall have received $1,400,000 in cash as a
        permanent reduction of the Revolving Commitment to $33,024,986.

    (e) Interest and Fees.  Agent shall have received payment in full of all
        interest and fees that would otherwise be due and payable on October 15,
        1999.

    (f) Resolutions.  A certified copy of the unanimous resolutions of the full
        Board of Directors of each of the Borrower and the Guarantors in form
        and substance satisfactory to Agent authorizing the execution and
        delivery of, and the consummation of the transactions contemplated by,
        this Agreement and each other Related Document to be executed and
        delivered in connection herewith and the performance of their respective
        obligations hereunder.

    (g) Incumbency Certificate.  A certificate of the Secretary or Assistant
        Secretary of Borrower certifying the names and true signatures of the
        officers of Borrower authorized to execute, deliver and perform this
        Agreement and each other Loan Document to be executed and delivered in
        connection herewith, upon which certificate Agent and Lenders shall be
        entitled to rely.

    (h) Other Documents.  All other documents, certificates and agreements as
        Agent may reasonably request to accomplish the purposes of this
        Agreement.

7. Affirmation of Guaranties.

    Each Guarantor (i) consents to and approves the execution and delivery of
this Agreement by Borrower and Agent, (ii) agrees that this Agreement does not
nor shall it limit or diminish in any manner its obligations under its Guaranty
or under any of the other Related Documents to which it is a party, (iii)
agrees that this Agreement shall not be construed as requiring the consent of
any Guarantor in any other circumstance, (iv) reaffirms its obligations under
its Guaranty and all of the other Related Documents to which it is a party, and
(v) agrees that its Guaranty and such other Related Documents remain in full
force and effect and are each hereby ratified and confirmed.

8. Release.

    In consideration of Agent's and Lenders' execution of this Agreement, the
consent set forth in Section 4 hereof and the waivers set forth in Section 3
hereof, each of Borrower and the Guarantors, individually and on behalf of its
successors, assigns, subsidiaries and affiliates, hereby forever releases,
acquits and discharges Agent and Lenders and their respective successors,
assigns, parents, subsidiaries, affiliates, officers, employees, directors,
agents and attorneys (collectively, the "Releasees") from any and all debts,
claims, demands, liabilities, responsibilities, disputes, actions and causes of
action (whether at law or in equity) and obligations of every nature whatsoever,
whether liquidated or unliquidated, known or unknown, matured or unmatured,
fixed or contingent (collectively, "Claims") that Borrower may have against the
Releasees which arise from or relate to any act of commission or omission of the
Releasees existing or occurring on or prior to the date hereof with respect to
any attempted sale or disposition and the actual sale or disposition by Borrower
of the shares of Music Connection Corporation or, as exchanged, Musicmaker.com
including, without limitation, all allegations set forth, referenced or alluded
to in that certain letter, dated October 8, 1999, from John R. Weiss of Bell,
Boyd & Lloyd, Borrower's legal counsel, to Jim L. Blanco of Winston & Strawn,
Agent's and Lenders' legal counsel.

9. Miscellaneous.

    (a) Captions.  Section captions used in this Agreement are for convenience
        only, and shall not affect the construction of this Agreement.

    (b) Governing Law.  This Agreement shall be a contract made under and
        governed by the laws of the State of Illinois, without regard to
        conflict of laws principles. Wherever possible each provision of this
        Agreement shall be interpreted in such manner to be effective and valid
        under applicable law, but if any provision of this Agreement shall be
        prohibited by or invalid under such law, such provision shall be
        ineffective to the extent of such prohibition or invalidity, without
        invalidating the remainder of such provisions or the remaining provision
        of this Agreement.

    (c) Counterparts. This Agreement may be executed in any number of
        counterparts and by the different parties on separate counterparts, and
        each such counterpart shall be deemed to be an original, but all such
        counterparts shall together constitute one and the same Agreement.
        Delivery of an executed counterpart of a signature page to this
        Agreement by telecopy shall be effective as delivery of a manually
        executed counterpart of this Agreement.

    (d) Successors and Assignees. This Agreement shall be binding upon Borrower,
        the Lenders and Agent and their respective successors and assignees, and
        shall inure to the sole benefit of Borrower, Agent and each Lender and
        their successors and assignees.

    (e) References.  Any reference to the Secured Credit Agreement contained in
        any notice, request, certificate, or other document executed
        concurrently with or after the execution and delivery of this Agreement
        shall be deemed to include this Agreement unless the context shall
        otherwise require.

    (f) Continued Effectiveness.  Notwithstanding anything contained herein, the
        terms of this Agreement are not intended to and do not serve to effect a
        novation as to the Secured Credit Agreement, any Note or any of the
        Collateral Documents provided to furnish security therefor.  The parties
        hereto expressly do not intend to extinguish the Secured Credit
        Agreement, any Note or the Collateral Documents.  Instead, it is the
        express intention of the parties hereto to reaffirm the existence of the
        indebtedness created under the Secured Credit Agreement which is
        evidenced by Notes and secured by the various Collateral Documents.  The
        Secured Credit Agreement and each of the Related Documents as amended
        hereby remain in full force and effect.  The execution, delivery and
        effectiveness of this Agreement shall not operate as a waiver of any
        right, power or remedy of the Lenders or Agent under the Secured Credit
        Agreement or any Related Document to which the Lenders and Agent are a
        party nor, except as set forth in Section 3 hereof, constitute a waiver
        of any provision in or Event of Default or Unmatured Event of Default
        (now or hereafter existing) under the terms of the Secured Credit
        Agreement or any Related Document.

    (g) Entire Agreement.  This Agreement and all schedules, exhibits and other
        documents attached hereto or incorporated by reference herein constitute
        the entire agreement of the parties hereto with respect to the subject
        matter hereof and supersede all other understandings, oral or written,
        with respect to the subject matter hereof.

    (h) Conflict of Terms.  Except as provided in this Agreement, if any
        provision contained in this Agreement is in conflict or is inconsistent
        with any provision in any of the other Related Documents, the provision
        contained in this Agreement shall govern and control.

    (i) Incorporation of Secured Credit Agreement.  The provisions contained in
        Sections 14.7 and 14.11 of the Secured Credit Agreement are incorporated
        herein by reference to the same extent as if produced herein in their
        entirety.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their duly authorized officers on the date first above
written.

                                    PLATINUM ENTERTAINMENT, INC.,
                                    as Borrower:

                                    By: /s/ DOUGLAS C. LAUX
                                    Name Printed: DOUGLAS C. LAUX
                                    Title: CHIEF FINANCIAL OFFICER

                                    FIRST SOURCE FINANCIAL LLP,
                                    as a Lender and as Agent

                                    By: First Source Financial, Inc.,
                                    Its:    Manager

                                    By: /s/ JOHN P. THACKER
                                    Name Printed: JOHN P. THACKER
                                    Title: SENIOR VICE PRESIDENT

                                    LEXICON MUSIC, INC., as Guarantor

                                    By: /s/ DOUGLAS C. LAUX
                                    Name Printed: DOUGLAS C. LAUX
                                    Title: CHIEF FINANCIAL OFFICER

                                    PEG PUBLISHING, INC., as Guarantor

                                    By: /s/ DOUGLAS C. LAUX
                                    Name Printed: DOUGLAS C. LAUX
                                    Title: CHIEF FINANCIAL OFFICER

                                    ROYCE PUBLISHING, INC., as Guarantor

                                    By: /s/ DOUGLAS C. LAUX
                                    Name Printed: DOUGLAS C. LAUX
                                    Title: CHIEF FINANCIAL OFFICER

                                    JUSTMIKE MUSIC, INC., as Guarantor

                                    By: /s/ DOUGLAS C. LAUX
                                    Name Printed: DOUGLAS C. LAUX
                                    Title: CHIEF FINANCIAL OFFICER