Exhibit 4.7

                                    MUZAK LLC
                               MUZAK FINANCE CORP.
                                Up to $50,000,000
                Senior Subordinated Floating Rate Notes due 2009

                               PURCHASE AGREEMENT
                               ------------------


                                                                February 2, 2000


CIBC INC.
425 Lexington Avenue
3rd Floor
New York, New York 10017

Ladies and Gentlemen:

                  Muzak LLC, a Delaware limited liability company (the
"Company"), Muzak Finance Corp., a Delaware corporation and a wholly-owned
subsidiary of the Company ("Finance Corp." and, together with the Company, the
"Notes Issuers"), the Company's other subsidiaries listed in Exhibit A-1 hereto
and Muzak Holdings LLC, a Delaware limited liability company and the parent
company of the Company ("Holdings") (each of such subsidiary, Holdings and any
other subsidiary required to guarantee the Notes in accordance with the terms of
the Indenture (as defined herein) a "Guarantor" and, collectively, the
"Guarantors"), hereby confirm their agreement with you (the "Purchaser"), as set
forth below.

                  1. The Transactions. Subject to the terms and conditions
herein contained, the Notes Issuers propose to issue and sell to the Purchaser
in multiple transactions but no later than July 31, 2000 up to $50,000,000
aggregate principal amount of their Senior Subordinated Floating Rate Notes due
2009 (the "Notes"). The obligations of the Notes Issuers under the Indenture (as
defined herein) and the Notes will be unconditionally guaranteed (the
"Guarantees"), on a joint and several basis, by each Guarantor. The Notes and
the Guarantees are to be issued pursuant to the Indenture (the "Indenture"),
dated as of February 2, 2000, among the Notes Issuers, the Guarantors and State
Street Bank and Trust Company, a Massachusetts banking corporation, as trustee
(the "Trustee"). The Notes and the Guarantees are hereinafter referred to
collectively as the "Securities." The Notes Issuers and the Guarantors are
herein collectively referred to as the "Issuers."
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                                      -2-

                  The sale of the Securities to the Purchaser will be made
without registration of the Securities under the Securities Act of 1933, as
amended (together with the rules and regulations of the Securities and Exchange
Commission (the "Commission") promulgated thereunder, the "Securities Act"), in
reliance upon the exemption therefrom provided by Section 4(2) of the Securities
Act.

                  The Purchaser and its direct and indirect transferees of the
Notes will be entitled to the benefits of the Registration Rights Agreement
dated as of February 2, 2000 among the parties hereto (the "Registration Rights
Agreement") pursuant to which the Issuers will agree, among other things, to
file (i) a registration statement (the "Registration Statement") with the
Commission registering the Notes or the Exchange Notes (as defined in the
Registration Rights Agreement) under the Securities Act or (ii) a shelf
registration statement pursuant to Rule 415 under the Securities Act relating to
the resale of the Notes by holders thereof or, if applicable, relating to the
resale of Private Exchange Notes (as defined in the Registration Rights
Agreement) by the Purchasers pursuant to an exchange of the Notes for Private
Exchange Notes.

                  Except as otherwise permitted hereby, the Notes Issuers will
use the proceeds from the issuances and sales of the Securities to the Purchaser
solely as consideration for the acquisition of the assets of each Mountain West
Audio, Inc., a Utah corporation, General Communications Corporation, an Indiana
corporation (d/b/a On-Hold America), Texas Sound Co. Ltd., an Ohio limited
liability company and Quincy Broadcasting Company, a Delaware corporation, on
the Initial Closing Date (as defined herein) (each an "Initial Acquisition") and
subsequent acquisitions on each Subsequent Closing Date (as defined herein)
(each a "Subsequent Acquisition" and, together with the Initial Acquisition, the
"Acquisitions"). This Agreement, the Securities, the Exchange Notes, the Private
Exchange Notes, the Registration Rights Agreement and the Indenture are herein
collectively referred to as the "Transaction Documents."

                  2. Representations and Warranties of the Issuers. In order to
induce the Purchaser to enter into this Agreement and to purchase the
Securities, each of the Issuers jointly and severally makes the following
representations, warranties and agreements, all of which shall survive the
execution and delivery of this Agreement and the issuances and deliveries of the
Securities, with each issuance of Securities pursuant to this Agreement being
deemed to constitute a representation and war-
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                                      -3-

ranty that the matters specified in this Section 2 are true and correct on and
as of the date of such issuance and delivery:

                  (a) Each of the Notes Issuers and each of its subsidiaries
         (the "Subsidiaries") (Exhibit A-2 hereto sets forth each Subsidiary of
         the Notes Issuers in existence as of the Initial Closing Date) has been
         duly organized, validly existing and in good standing under the laws of
         its jurisdiction of organization and has the power and authority to
         carry on its business as conducted on such Closing Date and as
         contemplated to be conducted on such Closing Date and to own and
         operate the properties and assets now owned and being operated by it on
         such Closing Date. Each of the Issuers is duly qualified to do business
         as a foreign entity and is in good standing in each jurisdiction in
         which such qualification is necessary under the applicable law as a
         result of the conduct of its business or the ownership of its
         properties, except where the failure to be so qualified would not,
         individually or in the aggregate, have a material adverse effect on the
         general affairs, management, business, condition (financial or other),
         properties, prospects or results of operations of the Issuers, taken as
         a whole (any such event, a "Material Adverse Effect").

                  (b) All of the outstanding capital stock of Finance Corp. is
         owned and held by the Company.

                  (c) (i) All of the issued and outstanding shares of capital
         stock of or membership interests in, as the case may be, the Issuers
         are duly authorized and validly issued and fully paid and
         non-assessable and none of them have been issued in violation of any
         preemptive or other right; and (ii) no holder of securities of any
         Issuer is entitled to have such securities registered under the
         Registration Statement.

                  (d) Each of the Notes Issuers has the required corporate or
         limited liability company power and authority to execute, deliver and
         perform its obligations under the Notes, the Exchange Notes and the
         Private Exchange Notes. The Notes, the Exchange Notes and the Private
         Exchange Notes have each been duly and validly authorized by each of
         the Notes Issuers for issuance and, when executed by the Notes Issuers
         and authenticated by the Trustee in accordance with the provisions of
         the Indenture and, in the case of the Notes, when delivered to and paid
         for by the Purchaser in accordance with the terms hereof, will have
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                                      -4-

         been duly executed, issued and delivered and will constitute valid and
         legally binding obligations of the Notes Issuers, entitled to the
         benefits of the Indenture and enforceable against the Notes Issuers in
         accordance with their terms except that the enforcement thereof may be
         limited by (i) bankruptcy, insolvency, reorganization, moratorium or
         other similar laws now or hereafter in effect relating to or affecting
         creditors' rights generally and (ii) general principles of equity
         (regardless of whether such enforcement is considered in a proceeding
         at law or in equity) and the discretion of the court before which any
         proceeding with respect thereto may be brought (the "Enforceability
         Exceptions"); the Guarantees to be endorsed on the Notes and the
         guarantees to be endorsed on the Exchange Notes and the Private
         Exchange Notes have each been duly and validly authorized by the
         Guarantors and, when the Notes are executed by the Notes Issuers and
         authenticated by the Trustee in accordance with the provisions of the
         Indenture, and delivered to and paid for by the Purchaser in accordance
         with the terms hereof, and when the Guarantees have been endorsed on
         the Notes in accordance with the terms of the Indenture, such
         Guarantees will have been duly executed, issued and delivered and will
         constitute valid and legally binding obligations of the Guarantors,
         entitled to the benefits of the Indenture and enforceable against the
         Guarantors in accordance with their terms except that the enforcement
         thereof may be limited by the Enforceability Exceptions. The Securities
         to be issued on such Closing Date are in the form contemplated by the
         Indenture.

                  (e) Each of the Issuers has the requisite corporate or limited
         liability company power and authority to execute, deliver and perform
         its obligations under the Indenture. The Indenture has been duly and
         validly authorized by the Issuers and meets the requirements for
         qualification under the Trust Indenture Act of 1939, as amended (the
         "TIA"), and, when executed and delivered by the Issuers (assuming the
         due authorization, execution and delivery by the Trustee), will
         constitute a valid and legally binding agreement of the Issuers,
         enforceable against the Issuers in accordance with its terms except
         that the enforcement thereof may be limited by the Enforceability
         Exceptions.

                  (f) Each of the Issuers has the requisite corporate or limited
         liability company power and authority to execute, deliver and perform
         its obligations under the Regis-
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                                      -5-

         tration Rights Agreement. The Registration Rights Agreement has been
         duly and validly authorized by the Issuers and, when executed and
         delivered by the Issuers (assuming the due authorization, execution and
         delivery by the Purchaser), will constitute a valid and legally binding
         agreement of the Issuers, enforceable against the Issuers in accordance
         with its terms except (i) that the enforcement thereof may be limited
         by the Enforceability Exceptions and (ii) as any rights to indemnity or
         contribution thereunder may be limited by federal and state securities
         laws and public policy considerations.

                  (g) Each of the Issuers has the requisite corporate or limited
         liability power and authority to execute, deliver and perform its
         obligations under this Agreement. This Agreement has been duly and
         validly authorized by the Issuers and, when executed and delivered by
         each Issuer (assuming due authorization, execution and delivery by the
         Purchaser), will constitute a valid and legally binding agreement of
         such Issuer, enforceable against such Issuer in accordance with its
         terms except (i) that the enforcement thereof may be limited by the
         Enforceability Exceptions and (ii) as any rights to indemnity or
         contribution hereunder may be limited by federal and state securities
         laws and public policy considerations.

                  (h) No consent, approval, authorization or order of any court
         or governmental agency or body is required for the performance of any
         of the Transaction Documents by the Issuers, to the extent each is or
         will be a party thereto, or for the consummation by the Issuers of any
         of the transactions contemplated thereby or in connection with any
         Acquisition to be completed on such Closing Date, except for such
         consents, approvals, authorizations or orders as have been obtained or
         made or as may be required under the Securities Act and the TIA (with
         respect to the transactions contemplated by the Registration Rights
         Agreement) or as may be required under state securities or "Blue Sky"
         laws in connection with the purchase of the Securities by the Purchaser
         or such that the failure to obtain would not reasonably be expected to
         have a Material Adverse Effect; and none of the Issuers or the
         Subsidiaries is (i) in violation of its respective certificate of
         incorporation, organizational documents, limited liability company
         agreement, partnership agreement or bylaws, (ii) in violation of any
         statute, judgment, decree, order, rule or regulation applicable to it
         or any of its properties or assets, which violation would, individually
         or in
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                                      -6-

         the aggregate, have a Material Adverse Effect, or (iii) in default in
         the performance or observance of any obligation, agreement, covenant or
         condition contained in any of the Transaction Documents or any other
         contract, indenture, mortgage, deed of trust, loan agreement, note,
         lease, license, franchise agreement, permit, certificate or agreement
         or instrument to which it is a party or to which it is subject, which
         default would, individually or in the aggregate, have a Material
         Adverse Effect.

                  (i) The execution, delivery and performance by the Issuers of
         each of the Transaction Documents to which any of them is a party, and
         the consummation of the transactions contemplated hereby and thereby
         and by the Acquisitions to be completed on such Closing Date and the
         fulfillment of the terms hereof and thereof, will not violate, conflict
         with or constitute or result in a breach of or a default under (or an
         event that, with notice or lapse of time, or both, would constitute a
         breach of or a default under) any of (a) the terms or provisions of any
         indenture, mortgage, deed of trust, loan agreement, note, lease,
         license, franchise agreement, or agreement or instrument to which any
         of them is a party or to which any of their respective properties or
         assets are subject (each as in effect on such Closing Date), which
         violation, conflict, breach or default would, individually or in the
         aggregate, have a Material Adverse Effect, (b) the certificate of
         incorporation, organizational documents, limited liability company
         agreement, partnership agreement or by-laws of any of them or (c)
         (assuming compliance with all applicable Federal and state securities
         and "Blue Sky" laws and the accuracy of the representations and
         warranties of the Purchaser in Section 8 hereof) any statute, judgment,
         decree, order, rule or regulation of any court or governmental agency
         or other body applicable to any of them or any of their respective
         properties or assets, which violation, conflict, breach or default
         would, individually or in the aggregate, have a Material Adverse
         Effect.

                  (j) The audited historical financial statements of the Company
         as of December 31, 1998 and for the year ended December 31, 1998
         present fairly in all material respects the financial position, results
         of operations and cash flows of the Company at the dates and for the
         periods to which they relate and have been prepared in accordance with
         generally accepted accounting principles applied on a consistent basis,
         except as otherwise stated therein; the
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                                      -7-

         unaudited historical financial statements of the Company as of
         September 30, 1999 and for the nine-month period ended September 30,
         1999 included in the Company's quarterly report on Form 10-Q filed with
         the Commission present fairly in all material respects the financial
         position and results of operations of the Company at the dates and for
         the periods to which they relate and have been prepared in accordance
         with generally accounting principles applied on a consistent basis
         except as otherwise stated therein, subject to normal and customary
         year-end adjustments which would not, individually or in the aggregate,
         have a Material Adverse Effect; and PricewaterhouseCoopers LLP, which
         has examined such audited financial statements and reviewed such
         unaudited financial statements, is an independent public accounting
         firm within the meaning of Rule 101 of the Code of Professional Conduct
         of the American Institute of Certified Public Accountants and its
         interpretations and rulings.

                  (k) The pro forma financial statements and other pro forma
         financial information (including the notes thereto) provided to the
         Purchasers by the Issuers have been properly computed on the bases
         described therein; and the assumptions used in the preparation of the
         pro forma financial statements and other pro forma financial
         information provided to the Purchaser by the Issuers are reasonable and
         the adjustments used therein are appropriate to give effect to the
         transactions or circumstances referred to therein.

                  (l) The financial projections entitled "Muzak Quarterly 1.6
         Model" furnished to the Purchaser by the Issuers, were prepared by or
         under the direction of an officer of the Issuers and were prepared in
         good faith on the basis of information and assumptions that the Issuers
         believe to be fair and reasonable as of the date of such projections;
         provided that such projections are not to be viewed as facts and that
         actual results during the period or periods covered by such projections
         may differ from such projections and that the differences may be
         material. All other factual information heretofore or contemporaneously
         furnished in writing by or on behalf of any Issuer to the Purchaser for
         purposes of or in connection with the Transaction Documents is complete
         and accurate in all material respects. No fact is known, no condition
         exists nor has any event occurred which has not been disclosed herein
         or in any other document, certificate or statement furnished to the
         Purchaser for use in the transactions
<PAGE>
                                      -8-

         contemplated hereby which, individually or in the aggregate, would have
         a Material Adverse Effect.

                  (m) The Issuers have filed with the Commission certain
         registration statements and reports, including the Company's Quarterly
         Report on Form 10-Q for the nine month period ended September 30, 1999
         (including exhibits, annexes and any amendments thereto) (collectively,
         including any such reports filed subsequent to the date hereof and as
         amended, the "Company Reports"). As of their respective dates (or, if
         amended, as of the date of such amendment) the Company Reports did not
         contain any untrue statement of a material fact or omit to state a
         material fact required to be stated therein or necessary to make the
         statements made therein, in light of the circumstances in which they
         were made, not misleading.

                  (n) Except as disclosed in the Company's Registration
         Statement on Form S-4 (Registration No. 333-78571) (as amended to the
         Initial Closing Date) under the heading "Business-Legal Proceedings,"
         there is not pending or, to the best knowledge of the Notes Issuers,
         threatened any action, suit, proceeding, inquiry or investigation,
         governmental or otherwise, to which any of the Issuers is a party, or
         to which their respective properties or assets are subject, before or
         brought by any court, arbitrator or governmental agency or body, that,
         if determined adversely to the Issuers would, individually or in the
         aggregate, have a Material Adverse Effect, or that seeks to restrain,
         enjoin, prevent the consummation of or otherwise challenge the issuance
         or sale of the Securities to be sold hereunder or any Acquisition.

                  (o) None of the Issuers has, and, after giving effect to the
         issuance and sale of the Securities or any Acquisition to be completed
         on such Closing Date, none of the Issuers will have, any liability for
         any prohibited transaction or funding deficiency or any complete or
         partial withdrawal liability with respect to any pension, profit
         sharing or other plan which is subject to the Employee Retirement
         Income Security Act of 1974, as amended ("ERISA"), to which any of them
         makes or ever has made a contribution and in which any employee of any
         of them is or has ever been a participant. With respect to such plans,
         the Issuers are, and, to the best knowledge of the Issuers, after
         giving effect to the issuance and sale of the Securities and each
         Acquisition to be completed on
<PAGE>
                                      -9-

         such Closing Date, the Issuers will be, in compliance in all material
         respects with all provisions of ERISA.

                  (p) The Issuers own or possess adequate licenses or other
         rights to use all patents, trademarks, service marks, trade names,
         copyrights and know-how that are necessary to conduct their business,
         except where the failure to own or possess would not individually or in
         the aggregate have a Material Adverse Effect. None of the Issuers has
         received any notice of infringement of or conflict with (or knows of
         any such infringement of or conflict with) asserted rights of others
         with respect to any patents, trademarks, service marks, trade names,
         copyrights or know-how that, if such assertion of infringement or
         conflict were sustained, would, individually or in the aggregate, have
         a Material Adverse Effect.

                  (q) Each of the Issuers possesses all licenses, permits,
         certificates, consents, orders, approvals and other authorizations
         from, and has made all declarations and filings with, all federal,
         state, local and other governmental authorities, all self-regulatory
         organizations and all courts and other tribunals presently required or
         necessary to own or lease, as the case may be, and to operate its
         respective properties and to carry on its respective businesses as
         conducted or proposed to be conducted on such Closing Date ("Permits"),
         except where the failure to obtain such Permits would not, individually
         or in the aggregate, have a Material Adverse Effect; each of the
         Issuers has fulfilled and performed all of its obligations with respect
         to such Permits and no event has occurred which allows, or after notice
         or lapse of time would allow, revocation or termination thereof or
         results in any other material impairment of the rights of the holder of
         any such Permit, except for nonperformance or events or revocations or
         terminations that would not, individually or in the aggregate, have a
         Material Adverse Effect; and none of the Issuers has received any
         notice of any proceeding relating to revocation or modification of any
         such Permit, except where such revocation or modification would not,
         individually or in the aggregate, have a Material Adverse Effect.

                  (r) Subsequent to the date of the most recent unaudited
         consolidated balance sheet of the Company provided to the Purchaser as
         described in the first sentence of Section 2(j), none of the Issuers
         has sustained any material loss or interference with its business from
         fire, ex-
<PAGE>
                                      -10-

         plosion, flood, earthquake or other calamity, whether or not covered by
         insurance, except in each case as would not have a Material Adverse
         Effect.

                  (s) None of the Issuers has taken or will take any action that
         would cause this Agreement or the issuance or sale of the Securities to
         violate Regulation T, U or X of the Board of Governors of the Federal
         Reserve System, in each case as in effect or as the same may hereafter
         be in effect, on such Closing Date.

                  (t) Each of the Issuers has good and marketable title to all
         real property owned by it and good and marketable title to the
         leasehold estate in the real property leased by it, free and clear of
         all liens, charges, encumbrances or restrictions, except as would not,
         individually or in the aggregate, have a Material Adverse Effect.

                  (u) Each of the Issuers has filed all necessary federal, state
         and foreign income and franchise tax returns, except where the failure
         to so file such returns would not, individually or in the aggregate,
         have a Material Adverse Effect, and, other than taxes due thereon or
         tax deficiencies which any Issuer reasonably believes that it has
         provided adequate reserves, has paid all taxes due thereon and there is
         no tax deficiency that has been asserted against any Issuer or that
         would, individually or in the aggregate, have a Material Adverse
         Effect.

                  (v) (i) Immediately after the consummation of the transactions
         contemplated by the Transaction Documents and each Acquisition to be
         completed on such Closing Date, the fair value and present fair
         saleable value of the assets of the Issuers will exceed the sum of
         their stated liabilities and identified contingent liabilities; and
         (ii) the Issuers are not, nor will they be, after giving effect to the
         execution, delivery and performance of the Transaction Documents and
         the consummation of the transactions contemplated thereby, (a) left
         with unreasonably small capital with which to carry on their businesses
         as is proposed to be conducted, (b) unable to pay their debts
         (contingent or otherwise) as they mature or (c) insolvent.

                  (w) Except as would not individually or in the aggregate have
         a Material Adverse Effect, (A) each of the Issuers is in compliance
         with all applicable Environmental Laws, (B) each of the Issuers has
         made all filings and provided all notices required under any applicable
         Envi-
<PAGE>
                                      -11-

         ronmental Law, and has all permits, authorizations and approvals
         required under any applicable Environmental Laws and is in compliance
         with their requirements, (C) there are no pending or, to the best
         knowledge of the Issuers, after due inquiry, threatened Environmental
         Claims against any of the Issuers and (D) none of the Issuers has
         knowledge of any circumstances with respect to any of their respective
         properties or operations that could reasonably be anticipated to form
         the basis of an Environmental Claim against any of them or any of their
         subsidiaries or any of their respective properties or operations and
         the business operations relating thereto.

                  For purposes of this Agreement, the following terms shall have
         the following meanings: "Environmental Law" means any federal, state,
         local or municipal statute, law, rule, regulation, ordinance, code or
         rule and any judicial or administrative interpretation thereof,
         including any judicial or administrative order, consent decree or
         judgment binding on any of the Issuers relating to pollution or
         protection of the environment or health or safety or any chemical,
         material or substance that is subject to regulation thereunder.
         "Environmental Claims" means any and all administrative, regulatory or
         judicial actions, suits, demands, demand letters, claims, written
         notices of responsibility, information requests, liens, written notices
         of noncompliance or violation, investigations or proceedings relating
         in any way to any Environmental Law.

                  (x) None of the Issuers or any of their respective Affiliates
         (as defined in Rule 501(b) of Regulation D under the Securities Act)
         directly, or through any agent, (i) sold, offered for sale, solicited
         offers to buy or otherwise negotiated in respect of any "security" (as
         defined in the Securities Act) which is or could be integrated with the
         sale of the Securities in a manner that would require the registration
         under the Securities Act of the Securities or (ii) engaged in any form
         of general solicitation or general advertising (as those terms are used
         in Regulation D under the Securities Act) in connection with the
         offering of the Securities or in any manner involving a public offering
         within the meaning of Section 4(2) of the Securities Act. Assuming the
         accuracy of the Purchaser's representations and warranties set forth in
         Section 8 hereof, the offer and sale of the Securities to the Purchaser
         in the manner contemplated by this Agreement does not require
         registration under the Securities
<PAGE>
                                      -12-

         Act and the Indenture does not require qualification under the TIA.

                  (y) No securities of any Issuer are (i) of the same class
         (within the meaning of Rule 144A under the Securities Act) as the
         Securities and (ii) listed on a national securities exchange registered
         under Section 6 of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act") or quoted in a U.S. automated interdealer quotation
         system.

                  (z) None of the Issuers or, any of their respective Affiliates
         or any person acting on their behalf, has engaged in any directed
         selling efforts (as that term is defined in Regulation S under the
         Securities Act ("Regulation S")) with respect to the Securities; and
         the Issuers, their respective Affiliates and any person acting on their
         behalf have acted in accordance with the offering restrictions
         requirements of Regulation S.

                  (aa) None of the Issuers is required to register as an
         "investment company" within the meaning of the Investment Company Act
         of 1940, as amended.

                  (bb) None of the Issuers, or any of their respective
         directors, officers or controlling persons, has taken, directly or
         indirectly, any action designed, or that might reasonably be expected,
         to cause or result, under the Act or otherwise, in, or that has
         constituted, stabilization or manipulation of the price of any security
         of any Issuer to facilitate the sale or resale of the Securities (it
         being understood that no representation or warranty is made as to any
         actions by the Purchaser).

                  (cc) There is no strike, labor dispute, slowdown or work
         stoppage with the employees of any of the Issuers which is pending or,
         to the best knowledge of the Issuers, threatened that would have a
         Material Adverse Effect.

                  (dd) Each of the Issuers carries insurance (including
         self-insurance) in such amounts and covering such risks as in its
         reasonable determination is adequate for the conduct of its business
         and the value of its properties.

                  (ee) Each of the Issuers (i) makes and keeps accurate books
         and records and (ii) maintains internal accounting controls which
         provide reasonable assurance that
<PAGE>
                                      -13-

         (A) transactions are executed in accordance with management's
         authorization, (B) transactions are recorded as necessary to permit
         preparation of its financial statements and to maintain accountability
         for its assets, (C) access to its assets is permitted only in
         accordance with management's authorization and (D) the reported
         accountability for its assets is compared with existing assets at
         reasonable intervals.

                  (ff) Since the date of the most recent balance sheet provided
         to the Purchaser prior to the Initial Closing Date, the Company has
         received a contribution to its common equity capital from its existing
         stockholders of at least $4.336 million (the "New ABRY Equity
         Contribution") and shall have requested that its existing stockholders
         contribute an additional $6.3 million to the Company's common equity
         capital.

                  Any certificate signed by any officer of any Issuer and
delivered to the Purchaser or to counsel for the Purchaser shall be deemed a
joint and several representation and warranty by the Issuers to the Purchaser as
to the matters covered thereby.

                  3. Purchase, Sale and Delivery of the Securities.

                  (a) The Note Issuers hereby agree to issue and sell to the
Purchaser, and the Purchaser agrees, subject to and upon the terms and
conditions set forth herein, to purchase from the Note Issuers, at a price equal
to 100% of the principal amount thereof, from time to time during the period
commencing on the Initial Closing Date (as defined herein) and ending at 5:00
p.m. New York time on July 31, 2000, Securities in an aggregate principal amount
not to exceed $50,000,000. On the Initial Closing Date the Purchaser agrees to
purchase from the Notes Issuers $12,000,000 aggregate principal amount of the
Securities. On each Subsequent Closing Date the Purchaser agrees to purchase
from the Notes Issuers the aggregate principal amount of Securities specified in
the Notice of Purchase (as defined herein) and otherwise subject to and upon the
terms and conditions set forth herein. Notwithstanding the foregoing (i) the
Purchaser shall not be obligated to purchase any Securities after 5:00 p.m. New
York time on July 31, 2000, (ii) the Purchaser shall not be required to purchase
any Securities if at the time of such purchase any Default (as defined in the
Indenture) or Event of Default (as defined in the Indenture) shall have occurred
and be continuing under the Indenture with respect to any outstanding
Securities, (iii) the aggregate prin-
<PAGE>
                                      -14-


cipal amount of Securities purchased on each Closing Date shall be at least
$2,500,000 or, if greater, an increment of $1,000,000 (i.e. $3,000,000,
$4,000,000, etc.) and (iv) the Purchaser shall not be required to purchase in
excess of $50,000,000 in aggregate principal amount of Securities pursuant to
this Agreement.

                  (b) The purchase by the Purchaser of Securities hereunder
shall occur substantially contemporaneously with the consummation of the
Acquisition which is to occur on such Closing Date and shall be made, subject to
the terms of this Agreement, in such principal amounts and at such times as the
Notes Issuers may designate in a written notice (the "Notice of Purchase")
(except for the purchase of Securities made pursuant to this Agreement on the
date hereof (the "Initial Closing Date") for which no such notice shall be
necessary) with respect thereto delivered to the Purchaser at least three
Business Days prior to the issue and sale thereof, provided that such notice
shall be deemed to have been given on a certain day only if given before 12:00
noon (New York time) on such day. For purposes of this Agreement, "Business Day"
means any day that is not a Legal Holiday and "Legal Holiday" means a Saturday,
a Sunday, a federally recognized holiday or a day on which banking institutions
are not required to be open in the State of New York.

                  Each Notice of Purchase shall be irrevocable and shall be
substantially in the form of Exhibit B hereto and shall be signed by the Chief
Executive Officer and the Chief Financial Officer of the Company, appropriately
completed to specify (i) the aggregate principal amount of the Securities to be
purchased pursuant to such Notice of Purchase (which shall be an amount not to
exceed the cash consideration to be paid to consummate the Acquisition to be
consummated on such Closing Date rounded upward to the nearest increment of
$1,000,000 (i.e. $3,000,000, $4,000,000, etc.)), (ii) the date and time of such
purchase (which shall occur during regular banking hours on a Business Day not
less than three nor greater than five Business Days from the date of delivery of
the Notice of Purchase) (each such date a "Subsequent Closing Date" and,
together with the Initial Closing Date, each a "Closing Date"), (iii) the
Acquisition which is to be consummated, (iv) the type(s) and amount(s) of
consideration to be delivered by the Company or its Subsidiaries to the
seller(s) of the business assets to be acquired in the applicable Acquisition
and (v) that the proceeds from the issuance and sale of the Securities will be
used solely as consideration for the Acquisitions contemplated by this Agreement
and to pay related costs actu-
<PAGE>
                                      -15-

ally incurred by the Company (except to the extent of any proceeds from
Securities issued in order to round up as provided in clause (i) of this
paragraph).

                  One or more certificates in definitive form for the Securities
that the Purchaser has agreed to purchase hereunder, and in such denomination or
denominations and registered in such name or names as each Purchaser requests
upon notice to the Company at least 48 hours prior to a Closing Date, shall be
delivered by or on behalf of the Issuers, against payment by or on behalf of the
Purchaser of the purchase price therefor by wire transfer of immediately
available funds to the account of the Company previously designated by it in
writing. Such delivery of and payment for Securities issued on the Initial
Closing Date shall be made at the offices of Cahill Gordon & Reindel, 80 Pine
Street, New York, New York 10005, at 9:00 a.m., New York time, on February 2,
2000, or at such date as the Purchaser and the Company may agree upon. Such
delivery of and payment for Securities issued on a Subsequent Closing Date shall
be made at such date, place and time as the Purchaser and the Company may agree
upon. The Company will make such certificate or certificates for the Securities
to be purchased available for inspection by the Purchaser at the offices in New
York, New York of Cahill Gordon & Reindel at least 24 hours prior to each
Closing Date.

                  4. Certain Covenants. The Issuers, jointly and severally,
covenant and agree with the Purchaser that from and after the Initial Closing
Date and until the Securities and all obligations incurred hereunder and
thereunder are paid in full:

                  (a) The Issuers will cooperate with the Purchaser in arranging
         for the qualification of the Securities for offering and sale under the
         securities or "Blue Sky" laws of such jurisdictions as the Purchaser
         may designate and will continue such qualifications in effect for as
         long as may be necessary to complete the resale of the Securities by
         the Purchaser; provided, however, that in connection therewith none of
         the Issuers shall be required to qualify as a foreign corporation or to
         execute a general consent to service of process in any jurisdiction or
         to take any other action that would subject it to general service of
         process or to taxation in respect of doing business in any jurisdiction
         in which it is not otherwise subject.

                  (b) During the period of five years from the Closing Date, the
         Issuers will furnish to the Purchaser (a) as soon as available, a copy
         of each report and other commu-
<PAGE>
                                      -16-

         nication (financial or otherwise) of any Issuer mailed to the Trustee
         or the holders of the Securities, stockholders or any national
         securities exchange on which any class of securities of any Issuer may
         be listed other than materials filed with the Commission and (b) from
         time to time such other information concerning the Issuers as the
         Purchaser may reasonably request.

                  (c) If this Agreement shall terminate or shall be terminated
         after execution because of any failure or refusal on the part of the
         Issuers to comply with the terms or fulfill any of the conditions of
         this Agreement, the Issuers agree to reimburse the Purchaser for all
         reasonable out-of-pocket expenses (including fees and expenses of
         counsel for the Purchaser) incurred by you in connection herewith.

                  (d) The Issuers will apply the net proceeds from each sale of
         the Securities as set forth as provided herein or in the applicable
         Notice of Purchase, as the case may be.

                  (e) Prior to each Closing Date, the Company will furnish to
         the Purchaser, as soon as they have been prepared, a copy of any
         interim financial statements of the Company, if any, for any period
         subsequent to the period covered by the most recent financial
         statements previously delivered to the Purchaser.

                  (f) None of the Issuers or any of their respective Affiliates
         will sell, offer for sale or solicit offers to buy or otherwise
         negotiate in respect of any "security" (as defined in the Securities
         Act) which could be integrated with the sale of the Securities in a
         manner which would require the registration under the Securities Act of
         the Securities.

                  (g) For so long as the Securities constitute "restricted"
         securities within the meaning of Rule 144(a)(3) under the Securities
         Act, the Issuers will not, and will not permit any of the Subsidiaries
         to, solicit any offer to buy or offer to sell the Securities by means
         of any form of general solicitation or general advertising (as those
         terms are used in Regulation D under the Securities Act) or in any
         manner involving a public offering within the meaning of Section 4(2)
         of the Securities Act, except in connection with the exchange offer
         contemplated by the Registration Rights Agreement.
<PAGE>
                                      -17-

                  (h) For so long as any of the Securities remain outstanding
         and are "restricted securities" within the meaning of Rule 144(a)(3)
         under the Securities Act and not able to be sold in their entirety
         under Rule 144 under the Securities Act (or any successor provision),
         the Issuers will make available, upon request, to any seller of such
         Securities the information specified in Rule 144A(d)(4) under the
         Securities Act, unless the Issuers are then subject to Section 13 or
         15(d) of the Exchange Act.

                  (i) If requested by the Purchaser, the Issuers will use their
         best efforts to (i) permit the Securities to be included for quotation
         on the PORTAL Market and (ii) permit the Securities to be eligible for
         clearance and settlement through The Depository Trust Company ("DTC").

                  (j) The Issuers will use their best efforts to do and perform
         all things required to be done and performed by them under this
         Agreement and the other Transaction Documents prior to or after each
         Closing Date and to satisfy all conditions precedent on their part to
         the obligations of the Purchaser to purchase and accept delivery of the
         Securities.

                  (k) The Issuers who are a party to this Agreement as of the
         Initial Closing Date shall cause each Subsidiary of the Company formed
         or acquired after the Initial Closing Date which is required to
         Guarantee the Notes to become a party to this Agreement.

                  5. Expenses; Fees. (a) Notwithstanding any termination of this
Agreement (pursuant to Section 10 or otherwise), the Issuers jointly and
severally agree to pay the following costs and expenses and all other costs and
expenses incident to the performance by the Issuers of their obligations
hereunder: (i) the negotiation, preparation, printing, typing, reproduction,
execution and delivery of this Agreement and of the other Transaction Documents,
any amendment or supplement to or modification of any of the foregoing and any
and all other documents furnished pursuant hereto or thereto or in connection
herewith or therewith; (ii) the preparation, printing, authentication, issuance
and delivery of certificates for the Notes and the related Guarantees, including
any stamp taxes in connection with the original issuance and sale of the
Securities and trustees' fees; (iii) the reproduction and delivery of this
Agreement and the other Transaction Documents and all other agreements or
documents reproduced and delivered in connection
<PAGE>
                                      -18-

with the offering of the Securities; (iv) the registration or qualification of
the Securities for offer and sale under the securities or Blue Sky laws of the
several states (including filing fees and the reasonable fees, expenses and
disbursements of Cahill Gordon & Reindel, counsel to the Purchaser, relating to
such registration and qualification not to exceed $10,000); (v) the fees,
expenses and disbursements of Cahill Gordon & Reindel, counsel to the Purchaser,
incurred in connection with the matters contemplated by the Transaction
Documents; (vi) the fees and expenses of the Company's accountants and the fees
and expenses of counsel (including local and special counsel) for the Issuers;
(vii) fees and expenses of the Trustee including fees and expenses of its
counsel; (viii) all expenses and listing fees incurred in connection with the
application for quotation of the Securities on the PORTAL Market; (ix) any fees
charged by investment rating agencies for the rating of the Securities; and (x)
the reasonable out-of-pocket expenses of the Purchaser incurred in connection
with the matters contemplated by the Transaction Documents.

                  (b) The Issuers hereby agree to pay to the Purchaser the
following fees: (i) a commitment fee equal to 0.75% of the maximum aggregate
principal amount of Securities which the Purchaser has agreed to purchase
pursuant to the terms and conditions of this Agreement which amount shall be
earned upon execution of this Agreement and which commitment fee shall be due
and payable upon execution of this Agreement; and (ii) a purchase fee equal to
1.50% of the aggregate principal amount of Securities which the Purchaser
purchases on each Closing Date which amount shall be earned upon each such
Closing Date and which shall be due and payable on each such Closing Date. In
addition, (i) in the event that any Securities remain outstanding as of November
1, 2000 (the "Conversion Date"), the Issuers hereby agree to pay to the
Purchaser on the Conversion Date a conversion fee equal 2.75% of the aggregate
principal amount of Securities outstanding as of the Conversion Date and (ii)
the Issuers hereby agree to pay on the Cancellation Date (as defined) to the
Purchaser a cancellation fee (the "Cancellation Fee") equal to 2.75% of the
aggregate principal amount of Securities redeemed or otherwise repurchased prior
to November 1, 2000 (the date of such redemption or repurchase the "Cancellation
Date"); provided, that any Cancellation Fee paid to the Purchaser shall be
credited against any fee, discount or commission paid to the Purchaser or any of
its affiliates in connection with an offering of securities or the issuance of
bank indebtedness by any Issuer to the extent the proceeds from such issuance
are utilized concurrently with such issuance to redeem or repurchase Securities
from the Purchaser; provided,
<PAGE>
                                      -19-

however, that in no event shall the amount of any Cancellation Fee credited
against any such fees, discounts and commissions exceed the amount of such fees,
discounts and commissions; provided, further, that no Cancellation Fee shall be
payable to the extent the Securities are redeemed or repurchased with the
proceeds of the issuance of preferred stock of the Company to ABRY Broadcast
Partners II, L.P., ABRY Broadcast Partners III, L.P. or any of their respective
affiliates (the "ABRY Preferred Stock"). The Issuers hereby authorize the
Purchaser to withhold from the consideration to be paid to the Notes Issuers on
each Closing Date an amount equal to the fees due and payable to the Purchaser
on such Closing Date and to withhold from any other amounts that may be due and
owing to any Note Issuer an amount equal to any other fees which may be due and
payable hereunder.

                  6. Conditions of the Purchaser's Obligations. The obligation
of the Purchaser to purchase and pay for the Securities on each Closing Date are
subject to the accuracy of the representations and warranties contained herein,
to the performance by the Issuers of their respective covenants and agreements
hereunder and to the following additional conditions unless waived in writing by
the Purchaser:

                   (i) On the Initial Closing Date, the Purchaser shall have
         received an opinion of counsel in form and substance satisfactory to
         the Purchaser and Cahill Gordon & Reindel, counsel to the Purchaser,
         dated such Closing Date, of Kirkland & Ellis, counsel to the Issuers,
         substantially in the form of Exhibit C hereto. In rendering such
         opinions, such counsel shall have received and may rely upon such
         certificates and other documents and information, including one or more
         opinions of local counsel reasonably acceptable to the Purchaser and
         Cahill Gordon & Reindel, counsel to the Purchaser, as it may reasonably
         request to pass upon such matters.

                  (ii) On the Initial Closing Date, the Purchaser shall have
         received an opinion, dated such Closing Date, of Cahill Gordon &
         Reindel, counsel to the Purchaser, with respect to the sufficiency of
         certain legal matters relating to this Agreement and such other related
         matters as the Purchasers may require. In rendering such opinion,
         Cahill Gordon & Reindel, counsel to the Purchaser, shall have received
         and may rely upon such certificates and other documents and information
         as it may reasonably request to pass upon such matters. In addition, in
         rendering their opinion, Cahill Gordon & Reindel, counsel to the
         Purchaser,
<PAGE>
                                      -20-

         may state that their opinion is limited to matters of New York,
         Delaware corporate and federal law.

                 (iii) The representations and warranties of the Issuers
         contained in this Agreement shall be true and correct on and as of such
         Closing Date; the Issuers shall have complied in all material respects
         with all agreements and satisfied all conditions on their part to be
         performed or satisfied hereunder at or prior to such Closing Date.

                  (iv) None of the issuance and sale of the Securities pursuant
         to this Agreement, any Acquisition to be completed as of such Closing
         Date or any of the transactions contemplated by the Transaction
         Documents shall be enjoined (temporarily or permanently) and no
         restraining order or other injunctive order shall have been issued; and
         there shall not have been any legal action, order, decree or other
         administrative proceeding instituted or threatened against any of the
         Issuers or against the Purchaser relating to the issuance of the
         Securities or, any Acquisition to be completed as of such Closing Date
         or the Purchaser's activities in connection therewith or any other
         transactions contemplated by this Agreement or the Transaction
         Documents.

                   (v) Subsequent to the date of the most recent financial
         statements provided to the Purchaser prior to the Initial Closing Date
         (exclusive of any amendment or supplement thereto after the date
         hereof), there shall not have occurred any change, or any development
         involving a prospective change, in or affecting the general affairs,
         management, business, condition (financial or other), properties,
         prospects or results of operations of the Issuers taken as a whole that
         would have or would be reasonably likely to have a Material Adverse
         Effect.

                  (vi) The Purchaser shall have received certificates, dated
         each Closing Date and signed by the chief executive officer and the
         chief financial officer of each Issuer (in their capacities as such),
         to the effect that:

                                    a. All of the representations and warranties
                  of such Issuer set forth in this Agreement are true and
                  correct on and as of such Closing Date and such Issuer has
                  complied in all material respects with all agreements and
                  satisfied all conditions on its part to be performed or
                  satisfied at or prior to such Closing Date.
<PAGE>
                                      -21-

                                    b. At such Closing Date and after giving
                  effect to the consummation of the transactions contemplated by
                  the Transaction Documents (including, without limitation, any
                  Acquisition), there exists no Default or Event of Default
                  (each as defined in the Indenture).

                 (vii) Each of the Transaction Documents and each other
         agreement or instrument executed in connection with the transactions
         contemplated thereby shall be reasonably satisfactory in form and
         substance to the Purchaser and shall have been executed and delivered
         by all the respective parties thereto and shall be in full force and
         effect.

                (viii) All proceedings taken in connection with the issuance of
         the Securities and the transactions contemplated by this Agreement and
         the Transaction Documents and all documents and papers relating thereto
         shall be reasonably satisfactory to the Purchaser and counsel to the
         Purchaser. The Purchaser and counsel to the Purchaser shall have
         received copies of such papers and documents as they may reasonably
         request in connection therewith, all in form and substance reasonably
         satisfactory to them.

                  (ix) On or before the Initial Closing Date, the Purchaser
         shall have received the Registration Rights Agreement executed by the
         Issuers and such agreement shall be in full force and effect at all
         times from and after the Initial Closing Date.

                   (x) The Purchaser shall have received a summary description
         of the terms and business of each Acquisition to occur on such Closing
         Date and, promptly following the consummation of each such Acquisition,
         the Purchaser shall receive a copy of each executed agreement, document
         and instrument delivered in connection with the Acquisition to occur on
         such Closing Date, and there shall have been no material amendments,
         alterations, modifications or waivers of any of the terms listed in the
         summary description of terms received by the Purchaser prior to such
         Closing Date (collectively, the "Acquisition Agreements"). Each of the
         Acquisition Agreements and each other agreement or instrument executed
         in connection with such Acquisition shall have been executed and
         delivered by all the respective parties thereto and shall be in full
         force and effect. The Purchaser shall have completed its due diligence
<PAGE>
                                      -22-

         review of the business or assets to be acquired on such Closing Date,
         as the case may be, and such due diligence review shall have been
         completed to the satisfaction of the Purchaser in its sole discretion.
         Such Acquisition shall occur substantially contemporaneously with the
         consummation of the issuance and sale of the Securities on such Closing
         Date.

                  (xi) Prior to each Subsequent Closing Date, the Purchaser
         shall have received from the Issuers a Notice of Purchase in accordance
         with the provisions of Section 3(b).

                 (xii) The Issuers shall apply the proceeds from each issuance
         and sale of the Securities to consummate the Acquisitions to be
         consummated on such Closing Date as provided in this Agreement.

                (xiii) Since the date of this Agreement, there shall not have
         been any announcement by any "nationally recognized statistical rating
         organization," as defined for purposes of Rule 436(g) under the
         Securities Act, that (A) it is downgrading its rating assigned to any
         debt securities of any Issuer, or (B) it is reviewing its rating
         assigned to any debt securities of any Issuer with a view to possible
         downgrading, or with negative implications, or direction not
         determined.

                 (xiv) On or before the Initial Closing Date, the Purchaser
         shall have received the Engagement Letter dated as of the date hereof
         (the "Engagement Letter") by and among the Notes Issuers and the
         Purchaser and executed by the Notes Issuers and such agreement shall be
         in full force and effect at all times from and after the Initial
         Closing Date.

                  (xv) At such Closing Date and after giving effect to the
         consummation of the Acquisitions to be completed on such Closing Date
         and transactions contemplated by the Transaction Documents, there shall
         exist no Default or Event of Default (each as defined in the
         Indenture).

                 (xvi) The Purchaser shall have been furnished with evidence
         satisfactory to it that the New ABRY Equity Contribution shall have
         been consummated.

                (xvii) The Issuers shall have furnished or caused to be
         furnished to the Purchaser such further certificates and documents as
         the Purchaser shall have reasonably requested.
<PAGE>
                                      -23-

                  All such opinions, certificates, letters, schedules, documents
or instruments delivered pursuant to this Agreement will comply with the
provisions hereof only if they are reasonably satisfactory in all material
respects to the Purchaser and counsel to the Purchaser. The Issuers shall
furnish to the Purchaser such conformed copies of such opinions, certificates,
letters, schedules, documents and instruments in such quantities as the
Purchaser shall reasonably request.

                  The acceptance of the proceeds of each issuance of Securities
shall constitute a representation and warranty by each of the Issuers to the
Purchaser that all the conditions specified in this Section 6 were satisfied as
of such Closing Date (unless otherwise waived by the Purchaser).

                  7. Indemnification and Contribution. (a) Each Issuer jointly
and severally agrees to indemnify and hold harmless the Purchaser, each
director, officer, employee or agent of the Purchaser and each person, if any,
who controls the Purchaser within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, against any losses, claims, damages,
liabilities or expenses to which the Purchaser or such director, officer,
employee, agent or controlling person may become subject under the Securities
Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out of or are
based:

                  (i) in whole or in part upon any inaccuracy of any of the
         representations and warranties of the Issuers contained herein; or

                  (ii) upon the failure of the Issuers to perform their
         respective agreements or obligations hereunder or under any other
         Transaction Document,

and will reimburse, promptly after demand, the Purchaser and each such director,
officer, employee, agent or controlling person for any legal or other expenses
reasonably incurred by the Purchaser or such director, officer, employee, agent
or controlling person in connection with investigating, defending against or
appearing as a third-party witness in connection with any such loss, claim,
damage, liability, expense or action. This indemnity agreement will be in
addition to any liability that the Issuers may otherwise have to the indemnified
parties. The Issuers further agree that the indemnification, contribution and
reimbursement commitments set forth in this
<PAGE>
                                      -24-

Section 7 shall apply whether or not the Purchaser is a formal party to any such
lawsuits, claims or other proceedings.

                  (b) The Purchaser will indemnify and hold harmless the
Issuers, their respective directors, officers, employees and agents and each
person, if any, who controls any of the Issuers within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act against any losses,
claims, damages or liabilities to which any of the Issuers or any such director,
officer, employee, agent or controlling person may become subject, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any inaccuracy of any of the Purchaser's
representations and warranties contained herein and will reimburse, promptly
after request, any legal or other expenses reasonably incurred by any of the
Issuers or any such director, officer, employee, agent or controlling person in
connection with investigating or defending against or appearing as a third-party
witness in connection with any such loss, claim, damage, liability or action in
respect thereof. This indemnity agreement will be in addition to any liability
that the Purchaser may otherwise have to the indemnified parties.

                  (c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability that it may have to any indemnified party except to the extent
that such omission results in the forfeiture by the indemnifying party of
substantial rights and defenses. In case any such action is brought against any
indemnified party, and such indemnified party notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the named
parties in any such action (including any impleaded parties) include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be one or more legal defenses available
to it and/or other indemnified parties that are different from or additional to
those available to any such indemnifying party, and a conflict of interest may
exist between an indemnified party and the indemnifying party and the
representation of both would be inappropriate, then the indem-
<PAGE>
                                      -25-

nifying parties shall not have the right to direct the defense of such action on
behalf of such indemnified party or parties and such indemnified party or
parties shall have the right to select separate counsel to defend such action on
behalf of such indemnified party or parties. After notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof
and approval by such indemnified party of counsel appointed to defend such
action, the indemnifying party will not be liable to such indemnified party
under this Section 7 for any legal or other expenses, other than reasonable
out-of-pocket costs of investigation, incurred by such indemnified party in
connection with the defense thereof, unless (i) the indemnified party shall have
employed separate counsel in accordance with the proviso to the immediately
preceding sentence (it being understood, however, that in connection with such
action the indemnifying party shall not be liable for the expenses of more than
one separate counsel (in addition to local counsel) in any one action or
separate but substantially similar actions in the same jurisdiction arising out
of the same general allegations or circumstances, representing the indemnified
parties under such paragraph (a) or paragraph (b), as the case may be, who are
parties to such action or actions); (ii) the indemnifying party has authorized
in writing the employment of counsel for the indemnified party at the expense of
the indemnifying parties; or (iii) the indemnifying party shall have failed to
assume the defense or retain counsel reasonably satisfactory to the indemnified
party. After such notice from the indemnifying parties to such indemnified party
(so long as the indemnified party shall have informed the indemnifying parties
of such action in accordance with this Section 7 on a timely basis prior to the
indemnified party seeking indemnification hereunder), the indemnifying parties
will not be liable under this Section 7 for the costs and expenses of any
settlement of such action effected by such indemnified party without the consent
of the indemnifying party, unless such indemnified party waived its rights under
this Section 7, in which case the indemnified party may effect such a settlement
without such consent. No indemnifying party will, without the prior written
consent of the indemnified party (which shall not be unreasonably withheld or
delayed), settle or compromise or consent to the entry of any judgment in any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification by an indemnified party may be sought hereunder (whether or not
the indemnified party or any person who controls any indemnified party within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act is a party to such claim, action, suit or proceeding), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indem-
<PAGE>
                                      -26-

nified party and each such director, officer, employee, agent or controlling
person from all liability arising out of such claim, action, suit or proceeding
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act as to any such person.

                  (d) In circumstances in which the indemnity agreement provided
for in the preceding paragraphs of this Section 7 is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages,
expenses or liabilities (or actions in respect thereof), each indemnifying
party, in order to provide for just and equitable contribution, shall contribute
to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, expenses or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect (i) the relative benefits
received by the Issuers on the one hand and the Purchaser on the other from the
offering of the Securities or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, not only such relative benefits
but also the relative fault of the indemnifying party or parties on the one hand
and the indemnified party on the other in connection with the statements or
omissions or alleged statements or omissions that resulted in such losses,
claims, damages, expenses or liabilities (or actions in respect thereof). The
relative benefits received by the Issuers on the one hand and the Purchaser on
the other shall be deemed to be in the same proportion as the total proceeds
from the offering of the Securities (before deducting expenses) received by the
Issuers bear to the total fees received by the Purchaser. The relative fault of
the parties shall be determined by reference to, among other things, whether the
inaccuracy or failure relates to the Issuers on the one hand or the Purchaser on
the other, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such inaccuracy or failure, and any other
equitable considerations appropriate in the circumstances. The amount paid or
payable by a party as a result of the losses, claims, damages and liabilities
referred to above shall be deemed to include any legal or other fees or expenses
incurred by such party in connection with investigating or defending any such
claim. The Issuers and the Purchaser agree that it would not be equitable if the
amount of such contribution were determined by pro rata or per capita allocation
(even if the Issuers on the one hand and the Purchaser on the other hand were
treated as one entity for such purpose) or by any other method of allocation
that does not take into account the equitable considerations referred to in the
first sentence of this paragraph (d). Notwithstanding any other provision of
<PAGE>
                                      -27-

this paragraph (d), the Purchaser shall not be obligated to make contributions
hereunder that in the aggregate exceed the total fees received by the Purchaser
under this Agreement, less the aggregate amount of any damages that the
Purchaser has otherwise been required to pay hereunder, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this paragraph (d),
each director, officer, employee or agent of and each person, if any, who
controls the Purchaser within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the
Purchaser, and each director, officer, employee and agent of any of the Issuers
and each person, if any, who controls any of the Issuers within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act shall have
the same rights to contribution as the Issuers.

                  (e) Notwithstanding anything to the contrary in this Section
7, the indemnification and contribution provisions of the Registration Rights
Agreement and the Engagement Letter shall govern any claim with respect thereto.

                  8. Offering of Securities; Restrictions on Transfer. The
Purchaser represents and warrants (i) that it is a QIB, (ii) that the Notes
Issuers have (x) made available to the Purchaser or its representatives all
agreements, documents, records and books that the Purchaser has requested
relating to an investment in the Securities, (y) the Purchaser has had an
opportunity to ask questions of, and receive answers from, Persons acting on
behalf of the Issuers concerning the terms and conditions of this investment and
(z) the Purchaser has such knowledge and experience in financial and business
matters that it is capable of evaluating the risks and merits of its investments
in the Securities, (iii) that it has the requisite corporate power and authority
to execute, deliver and perform its obligations under this Agreement and the
Registration Rights Agreement and (iv) that this Agreement and the Registration
Rights Agreement have been duly and validly authorized by the Purchaser and when
executed and delivered by the Purchaser (assuming due authorization execution
and delivery by the Issuers), will each constitute a valid and legally binding
agreement of the Purchaser, enforceable against the Purchaser in accordance with
its terms except (a) that the enforcement thereof may be limited by the
Enforceability Exceptions and (b) as any rights to indemnity or contribution
hereunder may be limited by federal and state securities laws and public policy
considera-
<PAGE>
                                      -28-

tions. The Purchaser agrees with the Issuers that (i) it has not and will not
solicit offers for, or offer or sell, the Securities by any form of general
solicitation or general advertising (as those terms are used in Regulation D
under the Securities Act) or in any manner involving a public offering within
the meaning of Section 4(2) of the Securities Act; and (ii) the Securities may
be transferred by the Purchaser only if a subsequent disposition thereof is
registered or qualified under the Securities Act and applicable state securities
laws or is exempt from such registration or qualification.

                  9. Survival Clause. The respective representations,
warranties, agreements, covenants, indemnities and other statements of the
Issuers, their respective officers and the Purchasers set forth in this
Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement shall remain in full force and effect, regardless of (i) any
investigation made by or on behalf of the Issuers, any of their respective
officers or directors, the Purchaser or any controlling person referred to in
Section 7 hereof and (ii) delivery of and payment for the Securities, and shall
be binding upon and shall inure to the benefit of, any successors, assigns,
heirs, personal representatives of the Issuers, the Purchaser and indemnified
parties referred to in Section 7 hereof. The respective agreements, covenants,
indemnities and other statements set forth in Sections 4, 5 and 7 hereof shall
remain in full force and effect, regardless of any termination or cancellation
of this Agreement.

                  10. Termination. (a) This Agreement may be terminated (i) in
the sole discretion of the Purchaser by notice to the Issuers given in the event
that the Issuers shall have failed, refused or been unable to satisfy all
conditions on their part to be performed or satisfied hereunder on or prior to
such Closing Date, (ii) in the sole discretion of the Company by notice to the
Purchaser or, (iii) in the sole discretion of the Purchaser by notice to the
Issuers if at or prior to any Closing Date:

                           (A) any of the Issuers shall have sustained any loss
         or interference with respect to their respective businesses or
         properties from fire, flood, hurricane, earthquake, accident or other
         calamity, whether or not covered by insurance, or from any labor
         dispute or any legal or governmental proceeding, which loss or
         interference has had or has a Material Adverse Effect or there shall
         have been any material adverse change, or any development involving a
         prospective material adverse change (including
<PAGE>
                                      -29-

         without limitation a change in management or control of the Notes
         Issuers), in the general affairs, management, business, condition
         (financial or other), properties, prospects or results of operations of
         the Issuers;

                           (B) trading in securities generally on the New York,
         American Stock Exchange or the Nasdaq National Market shall have been
         suspended or minimum or maximum prices shall have been established on
         any such exchange;

                           (C) a banking moratorium shall have been declared by
         New York or United States authorities;

                           (D) there shall have been (X) an outbreak or
         escalation of hostilities between the United States and any foreign
         power, (Y) an outbreak or escalation of any other insurrection or armed
         conflict involving the United States or (Z) any material change in the
         financial markets of the United States that, in the sole judgment of
         the Purchaser, makes it impracticable or inadvisable to proceed with
         the offering or the delivery of the Securities as contemplated by this
         Agreement; or

                           (E) any securities of the Issuers shall have been
         downgraded or placed on any "watch list" for possible downgrading by
         any nationally recognized statistical rating organization.

                  (b) This Agreement shall terminate automatically upon the
first to occur of (i) the issuance of $50,000,000 in aggregate principal amount
of Securities pursuant to this Agreement and (ii) 5:00 p.m. New York time on
July 31, 2000.

                  (c) Termination of this Agreement pursuant to this Section 10
shall be without liability of any party to any other party except as provided in
Section 9 hereof.

                  11. Notices. All communications hereunder shall be in writing
and, if sent to the Purchaser, shall be hand delivered, mailed by first-class
mail, couriered by next-day air courier or telecopied and confirmed in writing
to the Purchaser c/o CIBC Inc., 425 Lexington Avenue, 3rd Floor, New York, New
York 10017, Attention: David Frechette, and with a copy to Cahill Gordon &
Reindel, 80 Pine Street, New York, New York 10005, Attention: John A. Tripodoro,
Esq. If sent to the Issuers, shall be delivered, mailed, couriered or telecopied
and confirmed in writing, to Muzak LLC, 2901 Third Avenue, Suite 400, Seattle,
Washington 98121, Attention: Brad D. Bodenman
<PAGE>
                                      -30-

and with a copy to Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois
60601, Attention: Laurie Gunther, Esq., and a copy to ABRY Partners, Inc., 18
Newbury Street, Boston, Massachusetts 02116, Attention: Peni Garber.

                  12. Successors. This Agreement shall inure to the benefit of
and be binding upon the Purchaser and each of the Issuers and their respective
successors and legal representatives, and nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person any legal
or equitable right, remedy or claim under or in respect of this Agreement, or
any provisions herein contained; this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive
benefit of such persons and for the benefit of no other person except that (i)
the indemnities of the Issuers contained in Section 7 of this Agreement shall
also be for the benefit of any person or persons who control the Purchaser
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
and (ii) the indemnities of the Purchaser contained in Section 7 of this
Agreement shall also be for the benefit of the directors of the Issuers, their
respective officers, employees and agents and any person or persons who controls
any Issuer within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act. No purchaser of Securities from the Purchaser will be deemed a
successor because of such purchase.

                  13. No Waiver; Modifications in Writing. No failure or delay
on the part of any Issuer or the Purchaser in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for herein are cumulative and are not exclusive of any
remedies that may be available to any Issuer or the Purchaser at law or in
equity or otherwise. No waiver of or consent to any departure by any Issuer or
Purchaser from any provision of this Agreement shall be effective unless signed
in writing by the party entitled to the benefit thereof, provided that notice of
any such waiver shall be given to each party hereto as set forth below. Except
as otherwise provided herein, no amendment, modification or termination of any
provision of this Agreement shall be effective unless signed in writing by or on
behalf of each of the Issuers and the Purchaser. Any amendment, supplement or
modification of or to any provision of this Agreement, any waiver of any
provision of this Agreement, and any consent to any departure by the Issuers or
the Purchaser from the terms of any provision of this
<PAGE>
                                      -31-

Agreement shall be effective only in the specific instance and for the specific
purpose for which made or given. Except where notice is specifically required by
this Agreement, no notice to or demand on the Issuers in any case shall entitle
the Issuers to any other or further notice or demand in similar or other
circumstances.

                  14. Joint and Several Obligations. All of the obligations of
the Issuers hereunder shall be joint and several obligations of each of them.

                  15. Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, among the parties hereto with
respect to the subject matter hereof.

                  16. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAW.

                  17. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
                                      -32-

                  If the foregoing correctly sets forth our understanding,
please indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement among the
Issuers and the Purchaser.

                                  Very truly yours,

                                  MUZAK LLC,
                                  a Delaware limited liability company


                                  By: /s/ Robert P. MacInnis
                                     --------------------------
                                     Name:  Robert MacInnis
                                     Title: Vice President


                                  MUZAK FINANCE CORP., a Delaware corporation


                                  By: /s/ Robert P. MacInnis
                                     --------------------------
                                     Name:  Robert MacInnis
                                     Title: Vice President


                                  MUZAK CAPITAL CORPORATION, a Delaware
                                     corporation


                                  By: /s/ Robert P. MacInnis
                                     --------------------------
                                     Name:  Robert MacInnis
                                     Title: Vice President


                                  MLP ENVIRONMENTAL MUSIC, LLC, a
                                     Washington limited liability company


                                  By: /s/ Robert P. MacInnis
                                     --------------------------
                                     Name:  Robert MacInnis
                                     Title: Vice President
<PAGE>
                                   BUSINESS SOUND, INC., an Ohio corporation


                                   By: /s/ Robert P. MacInnis
                                      --------------------------
                                      Name:  Robert MacInnis
                                      Title: Vice President


                                   MUZAK HOLDINGS LLC, a Delaware limited
                                      liability company


                                   By: /s/ Robert P. MacInnis
                                      --------------------------
                                      Name:  Robert MacInnis
                                      Title: Vice President


                                   AUDIO ENVIRONMENTS, INC., a California
                                      corporation


                                   By: /s/ Robert P. MacInnis
                                      --------------------------
                                      Name:  Robert MacInnis
                                      Title: Vice President


                                   BI ACQUISITION, L.L.C., a Delaware
                                      limited liability company


                                   By: /s/ Robert P. MacInnis
                                      --------------------------
                                      Name:  Robert MacInnis
                                      Title: Vice President


                                   BACKGROUND MUSIC BROADCASTERS, INC., a
                                      California corporation


                                   By: /s/ Robert P. MacInnis
                                      --------------------------
                                      Name:  Robert MacInnis
                                      Title: Vice President
<PAGE>
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

CIBC INC.


By: /s/ Michael Capatides
   -------------------------
   Name:
   Title:
<PAGE>
                                                                     Exhibit A-1
                                                                     -----------


Subsidiary Guarantors
---------------------

Muzak Capital Corporation
MLP Environmental Music, LLC
Business Sound, Inc.
Audio Environments, Inc.
BI Acquisition, L.L.C.
Background Music Broadcasters, Inc.
<PAGE>
                                                                     Exhibit A-2
                                                                     -----------


Initial Closing Date Subsidiaries
---------------------------------

Muzak Capital Corporation
MLP Environmental Music, LLC
Business Sound, Inc.
Electro Systems Corporation
Audio Environments, Inc.
BI Acquisition, L.L.C.
Background Music Broadcasters, Inc.
Muzak Heart and Soul Foundation
<PAGE>
                                                                       Exhibit B
                                                                       ---------



                           FORM OF NOTICE OF PURCHASE



                                                               [               ]



CIBC Inc.
425 Lexington Avenue
3rd Floor
New York, New York  10017


Ladies and Gentlemen:

                  The undersigned, Muzak LLC and Muzak Finance Corp. (the "Notes
Issuers"), refer to the Purchase Agreement dated as of February 2, 2000, as
amended, supplemented or restated from time to time (the "Purchase Agreement",
the terms defined therein being used herein as therein defined) among the Notes
Issuers, the Guarantors named therein, and yourselves, and hereby gives you
notice pursuant to Section 3(b) of the Purchase Agreement that the Notes Issuers
wish to issue to you Securities under the Indenture and, in that connection, set
forth below the information relating to such issuance (the "Proposed Purchase")
as required by Section 3(b) of the Purchase Agreement:

(i)      The aggregate amount of the Proposed Purchase is $          .

(ii)     The date and time of the Proposed Purchase, being a Business Day, is
         ___________ (New York City time) on ____________.


(iii)    The proceeds from the Proposed Purchase will be used to consummate the
         acquisition of ______________ (the "Acquisition") substantially
         contemporaneously with the issuance of the securities referred to in
         this Notice of Purchase (except for $___________, which represents a
         rounding up to $__________ the nearest increment of $1,000,000).
<PAGE>
                                      -2-

(iv)     The type and amount of consideration to be delivered in connection with
         such Acquisition consist of ___________.

(v)      We hereby represent to you that the proceeds of the issuance of the
         Securities referred to in this Notice of Purchase will be used solely
         in connection with such Acquisition.



                                         Yours truly,

                                         MUZAK LLC



                                         By:  __________________________
                                              Name:
                                              Title:


                                         By:  __________________________
                                              Name:
                                              Title:



                                         MUZAK FINANCE CORP.



                                         By:  __________________________
                                              Name:
                                              Title:


                                         By:  __________________________
                                              Name:
                                              Title:
<PAGE>
                                                                       Exhibit C
                                                                       ---------


                       Form of Opinion of Kirkland & Ellis
                       -----------------------------------

<PAGE>

                                KIRKLAND & ELLIS
                PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS

                                Citicorp Center
                              153 East 53rd Street
                         New York, New York 10022-4675

                                 (212) 446-4800

                                                                       Facsimile
                                                                  (212) 446-4900


                                February 2, 2000


CIBC Inc.
425 Lexington Avenue
New York, New York 10017

Ladies and Gentlemen:

     We have acted as special legal counsel to Muzak LLC, formerly known as
Audio Communications Network, LLC, a Delaware limited liability company
(the "Company") and Muzak Finance Corp., a Delaware corporation ("Finance Corp."
and, together with the Company, the "Notes Issuers"). This letter is being
provided in response to the requirement in Section 6(i) of the Purchase
Agreement dated February 2, 2000 (the "Purchase Agreement"), by and among the
Notes Issuers, the subsidiaries named therein and CIBC Inc. (the "Purchaser")
relating to the purchase from time to time by the Purchaser of up to $50,000,000
in principal amount of notes (the "Notes") issued by the Notes Issuers. All
capitalized terms used herein and not defined herein shall have the meanings
given to such terms in the Purchase Agreement. Together, the Purchase Agreement,
the Indenture, the Registration Rights Agreement, the Notes, the Muzak Capital
Guarantee, the BI Guarantee and the Holdings Guarantee (each as defined below)
are referred to herein as the "Transaction Documents."

     In connection with the preparation of this letter, we have among other
things read:

     (a)  an executed original of the Purchase Agreement;

     (b)  executed originals of the Indenture and the Notes to be delivered on
          the date hereof, the Guarantee of the Notes (the "Muzak Capital
          Guarantee") by Muzak Capital Corporation, a Delaware corporation
          ("Muzak Capital"), the Guarantee of the Notes (the "BI Guarantee") by
          BI Acquisition, L.L.C., a Delaware limited liability company ("BI
          Acquisition") and the Guarantee of the Notes (the "Holdings
          Guarantee") by Muzak Holdings LLC ("Holdings" and, together with
<PAGE>
                                KIRKLAND & ELLIS
CIBC Inc.
February 2, 2000
Page 2

          Muzak Capital, BI Acquisition and the Notes Issuers, the "Issuers"),
          the sole member of the Company;

     (c)  an executed original of the Registration Rights Agreement;

     (d)  copies of all certificates and other documents delivered on the date
          hereof in connection with the sale of the Notes on the date hereof and
          the consummation of the other transactions contemplated by the
          Purchase Agreement; and

     (e)  such other records, certificates and documents as we have deemed
          necessary or appropriate in order to deliver the opinions set forth
          herein

     In preparing this letter, we have relied without any independent
verification upon the assumptions recited in Schedule B to this letter and upon:
(i) information contained in certificates obtained from governmental
authorities; (ii) factual information represented to be true in the Purchase
Agreement and the other Transaction Documents; (iii) factual information
provided to us in the Support Certificate signed by the Notes Issuers and
attached hereto, and (iv) factual information we have obtained from such other
sources as we have deemed reasonable. We have assumed without investigation that
there has been no relevant change or development between the dates as of which
the information cited in the preceding sentence was given and the date of this
letter and that the information upon which we have relied is accurate and does
not omit disclosures necessary to prevent such information from being
misleading. For purposes of each opinion in paragraph 1, we have relied
exclusively upon certificates issued by a governmental authority in each
relevant jurisdiction, and such opinion is not intended to provide any
conclusion or assurance beyond that conveyed by that certificate.

     While we have not conducted any independent investigation to determine
facts upon which our opinions are based or to obtain information about which
this letter advises you, we confirm that we do not have any actual knowledge
which has caused us to conclude that our reliance and assumptions cited in the
preceding paragraph are unwarranted or that any information supplied in this
letter is wrong.  The term "actual knowledge" whenever it is used in this letter
with respect to our firm means conscious awareness at the time this letter is
delivered on the date it bears by the following Kirkland & Ellis lawyers, who
constitute all of the Kirkland & Ellis lawyers who have devoted a significant
amount of time to the negotiation or preparation of the Transaction Documents,
and the due diligence associated therewith (herein called "our Designated
Transaction Lawyers"): Laurie T. Gunther and Lisa M. Anastos.

     Subject to the assumptions, qualifications, exclusions and other
limitations which are identified in this letter and in the schedules attached
to this letter, we advise you that:

<PAGE>
                                KIRKLAND & ELLIS
CIBC Inc.
February 2, 2000
Page 3

1.   Each of the Company, BI Acquisition and Holdings is a limited liability
     company existing and in good standing under the Delaware Limited Liability
     Company Act, and each of Finance Corp. and Muzak Capital is a corporation
     existing and in good standing under the General Corporation Law of the
     State of Delaware.

2.   All of the membership interests in the Company are owned by Holdings, and
     Finance Corp. has authorized 1,000 shares of common stock, and has issued
     100 shares of capital stock to the Company.

3.   Each of the Company, BI Acquisition and Holdings has the limited liability
     company power to enter into and perform its obligations under the
     Transaction Documents to which it is a party, including without limitation
     in the case of the Company the power to issue, sell and deliver the Notes
     as contemplated by the Purchase Agreement.  The Sole Manager of the
     Company has adopted the resolutions necessary to authorize the execution,
     delivery and performance by the Company of the Transaction Documents. The
     Sole Manager of BI Acquisition has adopted the resolutions necessary to
     authorize BI Acquisition's execution, delivery and performance of the
     Transaction Documents to which it is a party. The Board of Directors of
     Holdings has adopted by requisite vote the resolutions necessary to
     authorize Holdings' execution, delivery and performance of the Transaction
     Documents to which it is a party.

4.   Each of Finance Corp. and Muzak Capital has the corporate power to enter
     into and perform its obligations under the Transaction Documents to which
     it is a party, including without limitation in the case of Finance Corp.
     the power to issue, sell and deliver the Notes as contemplated by the
     Purchase Agreement. The Board of Directors of Finance Corp., or a duly
     authorized committee thereof, has adopted by requisite vote the resolutions
     necessary to authorize Finance Corp.'s execution, delivery and performance
     of the Transaction Documents to which it is a party. The Board of
     Directors of Muzak Capital has adopted by requisite vote the resolutions
     necessary to authorize Muzak Capital's execution, delivery and performance
     of the Transaction Documents to which it is a party.

5.   Each of Finance Corp., Muzak Capital, BI Acquisition, Holdings, and the
     Company has duly executed and delivered the Transaction Documents to be
     delivered on the date hereof to which it is a party.

6.   Each of the Transaction Documents to be delivered on the date hereof is a
     valid and binding obligation of each of the Issuers (to the extent each is
     a party thereto) and (assuming the due authorization, execution and
     delivery thereof by the other parties

<PAGE>
                                KIRKLAND & ELLIS
CIBC Inc.
February 2, 2000
Page 4

     thereto) is enforceable against each of them (to the extent each is a
     party thereto) in accordance with its terms.

7.   When the Notes are issued and paid for by the Purchaser in accordance with
     the terms of the Purchase Agreement (assuming the due authorization,
     execution and delivery of the Indenture by the Trustee and due
     authentication and delivery of such Notes by the Trustee in accordance with
     the Indenture), such Notes and the Guarantees will constitute the valid
     and binding obligations of the Issuers (to the extent each is a party
     thereto), enforceable against each of them (to the extent each is a party
     thereto) in accordance with their terms and entitled to the benefits of
     the Indenture. The Notes to be delivered on the date hereof are in the
     form contemplated by the Indenture.

8.   When the Exchange Notes and the Private Exchange Notes have been duly
     executed and delivered by the Notes Issuers in accordance with the terms
     of the Registration Rights Agreement, the Exchange Offer (as defined in the
     Registration Rights Agreement) and the Indenture (assuming the due
     authorization, execution and delivery of the Indenture by the Trustee, the
     due authentication and delivery of the Exchange Notes and the Private
     Exchange Notes by the Trustee in accordance with the Indenture, and the due
     authorization, execution and delivery of the Registration Rights Agreement
     by the Purchaser), the Exchange Notes and the Private Exchange Notes and
     the Guarantees thereof will constitute the valid and binding obligations of
     each of the Issuers (to the extent each is a party thereto), enforceable
     against each of them (to the extent each is a party thereto) in accordance
     with their respective terms and entitled to the benefits of the Indenture.

9.   When notes issued as pay-in-kind interest on outstanding Notes (the
     "Additional Notes") have been duly executed and delivered by the Notes
     Issuers in accordance with the terms of the Indenture (assuming the due
     authorization, execution and delivery of the Indenture by the Trustee and
     due authentication and delivery of such Additional Notes by the Trustee in
     accordance with the Indenture), such Additional Notes and the guarantees
     thereon will constitute the valid and binding obligations of the Issuers
     (to the extent each is a party thereto), enforceable against each of them
     (to the extent each is a party thereto) in accordance with their terms and
     entitled to the benefits of the Indenture.

10.  The execution and delivery of the Transaction Documents and the
     consummation of the transactions contemplated thereby (including,
     without limitation, the issuance and sale of the Notes to the Purchaser)
     do not and will not conflict with or constitute or result in a breach
     or default under (or an event which with notice or the passage of time or
     both would constitute a default under) or violation of any of, (i) the
     Limited Liability Company Agreement of the Company, BI Acquisition or
     Holdings, (ii) the certificate of

<PAGE>
                                KIRKLAND & ELLIS
CIBC Inc.
February 2, 2000
Page 5

     incorporation or bylaws of Finance Corp. or Muzak Capital, (iii) any
     statute or governmental rule or regulation which, in our experience, is
     normally applicable both to general business corporations that are not
     engaged in regulated business activities and to transactions of the type
     contemplated by the Purchase Agreement (but without our having made any
     special investigation as to other laws and provided that we express no
     opinion in this paragraph with respect to (a) any laws, rules or
     regulations to which the Company or Muzak Capital may be subject as a
     result of the Purchaser's legal or regulatory status or the involvement of
     the Purchaser in such transactions, (b) any laws, rules or regulations
     relating to disclosure, misrepresentations or fraud, (c) the Act, the
     Exchange Act or the Trust Indenture Act of 1939 ("TIA") or (d) regulatory
     issues (other than those relating to federal securities laws) that may be
     applicable to the Notes Issuers by virtue of the nature of their business)
     or (iv) with the exception of the payment of additional interest on the
     Notes provided for in Section 4 of the Registration Rights Agreement, the
     terms or provisions of any contract set forth on Schedule C attached
     hereto, except for any such conflict, breach, violations, default or event
     which would not, individually or in the aggregate, reasonably be expected
     to have a Material Adverse Effect and except for any such conflict, breach,
     violation or default which has been waived by the party or parties with
     the power to waive such conflict, breach, violation or default.

11.  To our actual knowledge, no consent, waiver, approval, authorization or
     order of any court or governmental authority is required for the issuance
     and sale by the Company or Finance Corp. of the Notes to the Purchaser, the
     issuance of the Muzak Capital Guarantee by Muzak Capital, the issuance of
     the BI Guarantee by BI Acquisition, the issuance of the Holdings Guarantee
     by Holdings or the consummation by the Issuers of the other transactions
     contemplated by the Transaction Documents, except such as may be required
     under the Act, the Exchange Act, the TIA, the securities or Blue Sky laws
     of the various states (and the rules and regulations thereunder), and
     authority that may be applicable to the Notes Issuers by virtue of the
     nature of their business, as to which we express no opinion in this
     paragraph.

12.  To our actual knowledge, no legal or governmental proceedings are pending
     to which the Company of Finance Corp. is a party or to which the property
     or assets of the Company or Finance Corp. is subject which seek to
     restrain, enjoin or prevent the consummation of or otherwise challenge the
     issuance or sale of the Notes to be sold to the Purchaser or the
     consummation of the other transactions contemplated by the Transaction
     Documents.

13.  No registration under the Act of the Notes is required in connection with
     the sale of the Notes to the Purchaser in the manner contemplated by the
     Purchase Agreement and prior to the commencement of the Exchange Offer or
     the effectiveness of the Shelf Registration Statement (as defined in the
     Registration Rights Agreement), the Indenture is not required

<PAGE>
                                KIRKLAND & ELLIS
CIBC Inc.
February 2, 2000
Page 6

     to be qualified under the TIA, in each case assuming the accuracy and
     completeness of the Purchaser's representations in Section 8 and those
     of the Issuers contained in the Purchase Agreement regarding the absence
     of a general solicitation in connection with the sale of such Notes to
     the Purchaser.

14.  As of the date hereof, the Notes are not of the same class (within the
     meaning of Rule 144A under the Act) as securities of the Company or Finance
     Corp. that are listed on a national securities exchange registered under
     Section 6 of the Exchange Act or that are quoted in a United States
     automated inter-dealer quotation system.

15.  Neither the Company nor Finance Corp. is, or immediately after the sale of
     the Notes to the Purchaser will be, an "investment company" as such term is
     defined in the Investment Company Act of 1940, as amended.

16.  Neither the sale, issuance, execution or delivery of the Notes will
     contravene Regulation T (12 C.F.R. Part 220), Regulation U (12 C.F.R. Part
     221) or Regulation X (12 C.F.R. Part 224) of the Board of Governors of the
     Federal Reserve System.

     Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of New York or the federal law of the United
States except that certain of the opinions in paragraphs 1 through 5, the first
clause of paragraph 7, and paragraph 10 are based on the Delaware Limited
Liability Company Act (in the case of the Company, BI Acquisition and Holdings)
and the Delaware General Corporation Law (in the case of Finance Corp. and Muzak
Capital). Issues addressed by this letter may be governed in whole or in part by
other laws, but we express no opinion as to whether any relevant difference
exists between the laws upon which our opinions are based and any other laws
which may actually govern. Our opinions are subject to all qualifications in
Schedule A and do not cover or otherwise address any provision in the Purchase
Agreement or any of the other Transaction Documents of any type identified in
Schedule E. Furthermore, our opinion expressed in paragraph 10 does not cover
or otherwise address any law or legal issue which is identified in the attached
Schedule D. Provisions in the Transaction Documents which are not excluded by
Schedule E or any other part of this letter or its attachments are called the
"Relevant Agreement Terms."

     Our advice on each legal issue addressed in this letter represents our
opinion as to how that issue would be resolved were it to be considered by the
highest court of the jurisdiction upon whose law our opinion on that issue is
based. The manner in which any particular issue would be treated in any actual
court case would depend in part on facts and circumstances particular to

<PAGE>
                                KIRKLAND & ELLIS
CIBC Inc.
February 2, 2000
Page 7

the case, and this letter is not intended to guarantee the outcome of any legal
dispute which may arise in the future.  It is possible that some Relevant
Agreement Terms may not prove enforceable for reasons other than those cited in
this letter should an actual enforcement action be brought, but (subject to all
the exceptions, qualifications, exclusions and other limitations contained in
this letter) such unenforceabilty would not in our opinion prevent you from
realizing the principal benefits purported to be provided by the Relevant
Agreement Terms.

     For purposes of rendering our opinions set forth in paragraph 9 above, we
have assumed that at the time of the issuance and delivery of the Additional
Notes (x) the authorization of the Additional Notes by the Issuers (to the
extent each is a party thereto) will not have been modified or rescinded, and
there will not have occurred any change in law affecting the validity, legally
binding character or enforceability of the Additional Notes and (y) the issuance
and delivery of the Additional Notes, the terms of the Additional Notes, the
terms of any agreement, any supplemental indenture to the Indenture, and
compliance by the Issuers to the extent each is a party thereto) with the terms
of the Additional Notes and the terms of any such agreement or indenture will
not violate any applicable law, any agreement or instrument then binding upon
the Issuers (to the extent each is a party thereto) or any restriction imposed
by any court or governmental body having jurisdiction over the Issuers (to the
extent each is a party thereto).

     This letter speaks as of the time of its delivery on the date it bears. We
do not assume any obligation to provide you with any subsequent opinion or
advice by reason of any fact about which our Designated Transaction Lawyers did
not have actual knowledge at that time, by reason of any change subsequent to
that time in any law covered by any of our opinions, or for any other reason.
The attached schedules are an integral part of this letter, and any term
defined in this letter or any schedule has that defined meaning wherever it is
used in this letter or in any schedule to this letter.

<PAGE>
                                KIRKLAND & ELLIS
CIBC Inc.
February 2, 2000
Page 8

     You may rely upon this letter only for the purpose served by the provision
in the Purchase Agreement cited in the initial paragraph of this letter in
response to which it has been delivered. Without our written consent: (i) no
person other than you may rely on this letter for any purpose; (ii) this letter
may not be cited or quoted in any financial statement, prospectus, private
placement memorandum or other similar document; (iii) this letter may not be
cited or quoted in any other document or communication which might encourage
reliance upon this letter by any person or for any purpose excluded by the
restrictions in this paragraph; and (iv) copies of this letter may not be
furnished to anyone for purposes of encouraging such reliance; except that the
trustee under the Indenture may rely upon this letter to the same extent as if
it were an addressee hereof.


                                        Sincerely,


                                        Kirkland & Ellis



<PAGE>

                                   Schedule A

                             General Qualifications

     All of our opinions ("our opinions") in the letter to which this Schedule
is attached ("our letter") are subject to each of the qualifications set forth
in this Schedule.

1.   Bankruptcy and Insolvency Exception. Each of our opinions is subject to the
     effect of:

     a.   all Federal and state bankruptcy, insolvency, reorganization,
          receivership, moratorium and other laws that affect the rights of
          creditors generally or that have reference to or affect only creditors
          of specific types of debtors (which comprehends, among others, matters
          of turn-over, automatic stay, avoiding powers, preference, discharge,
          conversion of a non-recourse obligation into a recourse claim,
          limitations on IPSO FACTO and anti-assignment clauses and the coverage
          of pre-petition security agreements applicable to property acquired
          after a petition is filed);

     b.   fraudulent transfer and conveyance laws; and

     c.   judicially developed doctrines in this area, such as substantive
          consolidation of entities and equitable subordination.

2.   Equitable Principles Limitation. Each of our opinions is subject to the
     effect of general principles of equity, whether applied by a court of law
     or equity. This limitation includes principles:

     a.   governing the availability of specific performance, injunctive relief
          or other equitable remedies, which generally place the award of such
          remedies, subject to certain guidelines, in the discretion of the
          court to which application for such relief is made;

     b.   affording equitable defenses (e.g., waiver, laches and estoppel)
          against a party seeking enforcement;

     c.   requiring good faith and fair dealing in the performance and
          enforcement of a contract by the party seeking its enforcement;

     d.   requiring reasonableness in the performance and enforcement of an
          agreement by the party seeking enforcement of the contract;

     e.   requiring consideration of the materiality of (i) a breach and (ii)
          the consequences of the breach to the party seeking enforcement;


                                      A-1

<PAGE>

     f.   requiring consideration of the impracticability or impossibility of
          performance at the time of attempted enforcement; and

     g.   affording defenses based upon the unconscionability of the enforcing
          party's conduct after the parties have entered into the contract.

3.   Other Common Qualifications. Each of our opinions is subject to the effect
     of rules of law that:

     a.   limit the availability of a remedy under certain circumstances where
          another remedy has been elected;

     b.   provide a time limitation after which a remedy may not be enforced;

     c.   limit the enforceability of provisions releasing, exculpating or
          exempting a party from, or requiring indemnification of a party for,
          liability for its own action or inaction, to the extent the action or
          inaction involves negligence, violation of public policy or litigation
          against another party determined adversely to such party;

     d.   may, where less than all of a contract may be unenforceable, limit the
          enforceability of the balance of the contract to circumstances in
          which the unenforceable portion is not an essential part of the agreed
          exchange;

     e.   govern and afford judicial discretion regarding the determination of
          damages and entitlement to attorneys' fees and other costs;

     f.   may permit a party that has materially failed to render or offer
          performance required by the contract to cure that failure unless (i)
          permitting a cure would unreasonably hinder the aggrieved party from
          making substitute arrangements for performance, or (ii) it was
          important in the circumstances to the aggrieved party that performance
          occur by the date stated in the contract; and

     g.   may render waivers of suretyship defenses ineffective under certain
          circumstances.

4.   Referenced Provision Qualification. In addition, our opinions, insofar as
     they relate to the validity, binding effect or enforceability of a
     provision in any of the Transaction Documents requiring any Issuer to
     perform its obligations under, or to cause any other person to perform its
     obligations under, any provision (a "Referenced Provision") of such
     Transaction Document or of any of the other Transaction Documents or
     stating that any

                                      A-2

<PAGE>

     action will be taken as provided in or in accordance with any provision
     (also a "Referenced Provision") of any other Transaction Document, are
     subject to the same qualifications as the corresponding opinion in this
     letter relating to the validity, binding effect and enforceability of such
     Referenced Provision. Requirements in the Transaction Documents that
     provisions therein may only be waived or amended in writing may not be
     enforceable to the extent that an oral agreement or an implied agreement
     by trade practice or course of conduct has been created modifying any
     such provision.

5.   Cross-Default Provisions. With respect to our opinion in paragraph 10
     above, we express no opinion with respect to violations under cross-default
     provisions referring to or based upon agreements that are not included on
     Schedule C or with respect to compliance with financial covenants or tests
     contained in any agreement listed on Schedule C. For purposes of the
     preceding sentence, agreements which are attached as exhibits, schedules
     or attachments to or are otherwise referred to in agreements listed on
     Schedule C, but are not directly listed on Schedule C, shall not be deemed
     to be included on Schedule C.

                                      A-3

<PAGE>

                                   Schedule B

                                  Assumptions

     For purposes of our letter, we have relied, without investigation, upon
each of the following assumptions:

1.   The Purchaser has purchased and will purchase the Notes pursuant to the
     Purchase Agreement and has paid and will pay the consideration therefor to
     the Note Issuers.

2.   With respect to the enforceability of any Transaction Document by any party
     other than the Issuers, such other party or parties, as the case may be,
     has satisfied those legal requirements that are applicable to each to the
     extent necessary to entitle each such person to enforce the Transaction
     Documents to which it is a party against the Issuers.

3.   Each document submitted to us for review is accurate and complete, each
     such document that is an original is authentic, each such document that is
     a copy conforms to an authentic original, and all signatures (other than
     those of or on behalf of the Issuers) on each such document are genuine.

4.   There has not been any mutual mistake of fact or misunderstanding, fraud,
     duress or undue influence.

5.   There are no agreements or understandings among the parties, written or
     oral, and there is no usage of trade or course or prior dealing among the
     parties that would, in either case, define, supplement or qualify the terms
     of the Purchase Agreement or any of the other Transaction Documents.

6.   All agreements (if any) (other than the Transaction Documents) with respect
     to which we have provided advice in our letter or reviewed in connection
     with our letter would be enforced as written.

7.   All information required to be disclosed in connection with any consent or
     approval by the Board of Directors or Sole Manager of any Issuer and all
     other information required to be disclosed in connection with any issue
     relevant to our opinions has in fact been fully and fairly disclosed to all
     persons to whom it is required to be disclosed.

                                      B-1

<PAGE>

8.   Each person who has taken any action relevant to any of our opinions in the
     capacity of director or officer was duly elected to that director or
     officer position and held that position when such action was taken.

                                      B-2

<PAGE>

                                   Schedule C

                              Specified Contracts

1.   Amended and Restated Limited Liability Company Agreement of Muzak LLC,
     dated as of March 18, 1999 (as amended from time to time).

2.   Management and Consulting Services Agreement, dated as of October 6, 1998,
     between ABRY Partners, Inc. and ACN Operating, LLC (now known as Muzak LLC)
     and First Amendment to the Management Consulting Services Agreement, dated
     as of January 11, 1999, between ABRY Partners, Inc. and Audio
     Communications Network, LLC.

3.   Indenture, dated March 18, 1999, among Muzak LLC, Muzak Holdings LLC, Muzak
     Finance Corp., the other subsidiaries of Muzak LLC named therein and State
     Street Bank and Trust, as Trustee, relating to the Notes Issuers 9% Senior
     Subordinated Notes due 2009 (as supplemented from time to time).

4.   Credit Agreement, dated as of March 18, 1999 (as amended from time to time)
     among the Company, Holdings, certain subsidiaries of the Company, various
     lenders, Goldman Sachs Credit Partners L.P., as Syndication Agent and
     Co-Lead Arranger and Canadian Imperial Bank of Commerce, as Administrative
     Agent and Co-Lead Arranger.

5.   Registration Rights Agreement, dated March 18, 1999, among Muzak LLC, Muzak
     Finance Corp., Holdings, certain subsidiaries of Muzak LLC named therein,
     CIBC Oppenheimer Corp., and Goldman, Sachs & Co.

6.   Amended and Restated Limited Liability Company Agreement of Muzak Holdings
     LLC, dated as of March 18, 1999 (as amended from time to time).

7.   Indenture, dated as of October 2, 1996 among the Issuers and U.S. Bank
     Trust National Association, as Trustee, as supplemented pursuant to the
     Supplemental Indenture, dated as of December 30, 1998, among the Issuers,
     MLP Environmental Music, LLC and U.S. Bank Trust National Association, as
     further supplemented pursuant to the Second Supplemental Indenture, dated
     as of March 17, 1999, among the Issuers, MLP Environmental Music, LLC,
     Audio Communications Network, LLC and U.S. Bank Trust National Association.

8.   Indenture, dated as of February 2, 2000, among the Muzak LLC, Muzak
     Holdings LLC, Muzak Finance Corp., the other subsidiaries of Muzak LLC
     named therein and State Street Bank and Trust, as Trustee, relating to the
     Notes.

                                      C-1

<PAGE>

9.   Registration Rights Agreement, dated as of February 2, 2000, among Muzak
     LLC, Muzak Finance Corp., Muzak Holdings LLC, certain subsidiaries of
     Muzak LLC named therein and CIBC Inc.



                                      C-2
<PAGE>

                                   Schedule D

                         Excluded Law and Legal Issues

     In addition to the limitations and exclusions otherwise set forth in
paragraph 10, none of the opinions or advice set forth in paragraph 10 of our
letter covers or otherwise addresses any of the following laws, regulations or
other governmental requirements or legal issues:

1.   State "Blue Sky" laws and regulations, and laws and regulations relating to
     commodity (and other) futures and indices and other similar instruments,

2.   pension and employee benefit laws and regulations (e.g., ERISA);

3.   compliance with fiduciary duty requirements;

4.   laws, rules, regulations, statues and judicial decisions that may be
     applicable to the Company as a result of the nature of its business;

5.   the statutes and ordinances, the administrative decisions and the rules
     and regulations of counties, towns, municipalities and special political
     subdivisions (whether created or enabled through legislative action at the
     Federal, state or regional level) and judicial decisions to the extent that
     they deal with any of the foregoing; and

6.   other Federal and state statutes of general application to the extent they
     provide for criminal prosecution (e.g., mail fraud and wire fraud statutes)

     We have not undertaken any research for purposes of determining whether the
Company, Finance Corp. or any of the transactions which may occur in connection
with the Purchase Agreement or any of the other Transaction Documents is subject
to any law or other governmental requirement other than to those laws and
requirements which in our experience would generally be recognized as
applicable, and none of our opinions covers any such law or other requirement
unless (i) one of our Designated Transaction Lawyers had actual knowledge of its
applicability at the time our letter was delivered on the date it bears and (ii)
it is not excluded from coverage by other provisions in our letter or in any
Schedule to our letter.

                                      D-1

<PAGE>

                                   Schedule E

                              Excluded Provisions

     None of the opinions in the letter to which this Schedule is attached
covers or otherwise addresses any of the following types of provisions which
may be contained in the Transaction Documents:

1.   Provisions mandating contribution towards judgements or settlements among
     various parties.

2.   Indemnification for negligence, willful misconduct or otherwise wrongdoing
     or any indemnification for liabilities arising under securities laws.

3.   Waivers of benefits and rights to the extent they cannot be waived under
     applicable law.

4.   Provisions providing for liquidated damages, late charges and prepayment
     charges, in each case if deemed to constitute penalties.

5.   Provisions purporting to create a trust or constructive trust without
     compliance with applicable trust law.

6.   Provisions that provide for the appointment of a receiver.

7.   Provisions in any of the Transaction Documents requiring the Company or
     Finance Corp. to perform its obligations under, or to cause any other
     person to perform its obligations under, or stating that any action will be
     taken as provided in or in accordance with, any agreement or other document
     that is not a Transaction Document.

8.   Provisions which might require indemnification or contribution with respect
     to a violation of general principles of equity or public policy, including,
     without limitation, indemnification or contribution obligations which arise
     out of the failure to comply with applicable state or federal securities
     laws.

9.   Requirements in the Transaction Documents specifying that provisions
     thereof may only be waived in writing (these provisions may not be valid,
     binding or enforceable to the extent that an oral agreement or an implied
     agreement by trade practice or course of conduct has been created modifying
     any provision of such documents).

                                      E-1

<PAGE>

                                  MUZAK LLC
                              MUZAK FINANCE CORP.
                               MUZAK HOLDINGS LLC
                           MUZAK CAPITAL CORPORATION
                             BI ACQUISITION, L.L.C.

                CERTIFICATE SUPPORTING KIRKLAND & ELLIS OPINION

     Muzak LLC (the "Company"), Muzak Finance Corp. ("Finance Corp.", and
together with the Company, the "Notes Issuers"), Muzak Holdings LLC
("Holdings"), BI Acquisition, L.L.C. ("BI Acquisition") and Muzak Capital
Corporation ("Muzak Capital" and, together with BI Acquisition and Holdings,
the "Guarantors") hereby certify and agree as follows.  The Notes Issuers and
the Guarantors are collectively referred to herein as the "Issuers."

1.   Introduction. Kirkland & Ellis has acted as legal counsel to the Notes
     Issuers in connection with the negotiation and preparation of that certain
     Purchase Agreement (the "Purchase Agreement") dated as of February ____,
     2000, by and among the Notes Issuers, Holdings, the subsidiaries of the
     Company named therein, and CIBC Inc. Section 6(i) of the Purchase
     Agreement provides that as a condition to closing Kirkland & Ellis must
     deliver an opinion letter to CIBC Inc. (the "Opinion Recipients"). The term
     "Kirkland Opinion" whenever it is used in this certificate means the
     opinion letter which Kirkland & Ellis will actually deliver at the closing
     in response to that closing condition. As used herein, the term
     "Transaction Documents" has the meanings ascribed to it in the Kirkland
     Opinion. All other capitalized terms used herein but not defined herein
     shall have the meanings ascribed to them in the Purchase Agreement.


2.   Purpose. The Issuers have provided this certificate in order to provide
     Kirkland & Ellis with factual information needed by Kirkland & Ellis in
     order to issue the Kirkland Opinion.  The Issuers have made inquiries and
     investigations reasonably calculated to assure that the information
     provided in this certificate is accurate and complete, including (i)
     inquiries of appropriate personnel responsible for legal matters, financial
     matters and compliance with governmental requirements and (ii)
     identification and review of relevant documents. The Issuers intend and
     agree that Kirkland & Ellis and the Opinion Recipients may rely upon this
     certificate and all information provided in this certificate.

3.   Certificate of Formation; Limited Liability Company Agreement. The copy of
     the Certificates of Formation of the Company, BI Acquisition and of
     Holdings in the versions certified by the responsible governmental office
     in the Company's, BI Acquisition's and Holdings' state of formation and
     delivered to the Opinion Recipients in connection with the closing is
     accurate and complete and represents the terms of the Company's, BI
     Acquisition's and Holdings' Certificates of Formation as constituted at
     all times since the date of the latest amendment thereto indicated in each
     certificate.  The copy of each of the Limited Liability Company Agreement
     of the Company (the "LLC Agreement"), the Limited Liability

                                       2
<PAGE>

     Company Agreement of BI Acquisitions (the "BI LLC Agreement") and the
     Limited Liability Company Agreement of Holdings (the "Holdings LLC
     Agreement") in the version delivered to the Opinion Recipients in
     connection with the closing is accurate and complete and represents the
     terms of each such agreement as constituted at all times since the date of
     the latest amendment thereto indicated in that version.

4.   Charters. The copy of Finance Corp.'s Certificate of Incorporation in the
     version certified by the responsible governmental office in Finance Corp.'s
     state of incorporation and delivered to the Opinion Recipients in
     connection with the closing is accurate and complete and represents the
     terms of Finance Corp.'s Certificate of Incorporation as constituted at all
     times since the date of the latest amendment thereto indicated in that
     certificate. The copy of the Certificate of Incorporation of Muzak Capital
     and in the version certified by the responsible governmental office in
     Muzak Capital's state of incorporation and delivered to the Opinion
     Recipients in connection with the closing is accurate and complete and
     represents the terms of Muzak Capital's Certificate of Incorporation as
     constituted at all times since the date of the latest amendment thereto
     indicated in that certificate.

5.   By-laws. The copy of Finance Corp.'s By-laws in the version delivered to
     the Opinion Recipients at the closing is accurate and complete and
     represents the terms of Finance Corp.'s By-laws as constituted at all times
     since the date of the latest amendment thereto indicated in such version.
     The copy of Muzak Capital's By-laws in the version delivered to the Opinion
     Recipients at the closing is accurate and complete and represents the terms
     of Muzak Capital's By-laws as constituted at all times since the date of
     the latest amendment thereto indicated in such version. The undersigned is
     not aware of any existing violations of Finance Corp.'s or Muzak Capital's
     By-laws.

6.   Good Standing. Neither the Company, Finance Corp., Holdings, BI Acquisition
     nor Muzak Capital has any reason to believe that it is not in existence or
     good standing in its respective state of formation or incorporation or that
     it is not in good standing as a foreign limited liability company or
     corporation (as the case may be) or other entity in any state in which it
     is so qualified as a foreign limited liability company or corporation (as
     the case may be)

7.   Foreign Qualifications. The Company, BI Acquisition and Finance Corp. are
     qualified in or are taking steps to qualify as a foreign limited liability
     company or corporation (as the case may be) or other entity in any state in
     which such qualification is required.

8.   Corporate Resolutions.

     a. The copies of the resolution of the Board of Directors of the Company,
     the Board of Directors of Finance Corp., the Board of Directors of Muzak
     Capital, the Board of Directors of BI Acquisition and the Board of
     Directors of Holdings delivered in connection with the consummation of the
     transactions contemplated by the Transactions Documents authorizing the
     execution, delivery and performance of the various agreements contemplated
     thereby set forth duly adopted resolutions which remain in full

                                       2
<PAGE>

     force and effect without amendment or modification.

     b. Neither the Board of Directors of the Company, the Board of Directors of
     Finance Corp., the Board of Directors of Muzak Capital, Board of Directors
     of BI Acquisitions nor the Board of Directors of Holdings have taken any
     actions or adopted any other resolutions which (i) restrict the Issuers'
     authority to enter into any the Transaction Documents or to engage in any
     actions to be taken under or by reason of the Transaction Documents or (ii)
     restrict such Board's authority to approve any such action or activity or
     (iii) otherwise relate to the Issuers' execution or delivery of any of the
     Transaction Documents or any activity to be taken under or by reason of the
     Transaction Documents.

9.   Intentions Regarding Creditors. None of the Issuers have any intent (actual
     or otherwise) in connection with the transactions contemplated by the
     Purchase Agreement or otherwise to hinder, delay or defraud any present or
     future creditor. In addition, none of the Issuers (a) is insolvent or will
     be rendered insolvent as a result of such transactions, (b) is engaged or
     will be engaged or expects to engage in the reasonably foreseeable future
     in any business or transaction with unreasonably small capital, or (c)
     intends to incur, or expects or believes it will incur, debts that would
     be beyond its ability to pay as they mature.

10.  Use of Proceeds. None of the Issuers owns or intends to purchase or carry
     any "margin stock" within the meanings of Regulations T, U and X of the
     Board of Governors of the Federal Reserve System.

11.  Capitalization. As of the Effective Time, all of the membership interests
     in the Company are owned by Holdings and all of the issued and outstanding
     common stock of Finance Corp., which is 100 shares of common stock, is held
     by the Company.

12.  No Violations. The execution and delivery of the Transaction Documents, and
     the consummation of the transactions contemplated thereby (including,
     without limitation, the issuance and sale of the Notes to the Initial
     Purchaser) do not and will not conflict with or constitute or result in a
     breach or default under (or an event which with notice or the passage of
     time or both would constitute a default under) or violation of any of, (i)
     the Limited Liability Company Agreement of the Company, BI Acquisition or
     Holdings, (ii) the certificate of incorporation or bylaws of Finance Corp.
     or Muzak Capital, (iii) the any statute or governmental rule or regulation
     or (vi) with the exception of the payment of additional interest on the
     Notes provided for in Section 4 of the Registration Rights Agreement, the
     terms or provisions of any contract set forth on Schedule C to the
     Kirkland Opinion, except for any such conflict, breach, violation, default
     or event which would not, individually or in the aggregate, reasonably be
     expected to have a Material Adverse Effect and expect for any such
     conflict, breach, violation or default which has been waived by the party
     or parties with the power to waive such conflict, breach, violation or
     default.

                                       3
<PAGE>

13.      No Regulation.

a. The Company does not engage in any banking, insurance, common carriers,
broadcasting (except for local broadcast transmission), utility or other
regulated activities to a degree which requires it to obtain approval from any
governmental authority as a condition to executing or delivering any of the
Transaction Documents or to performing any of its obligations under the
Transaction Documents. The Company is not aware of any filing required to be
made or any governmental permit or authorization required to be obtained in
connection with the execution or delivery of any of the Transaction Agreements
or the performance of any of the Company's obligations under those agreements
which has not been made or obtained on or prior to the date hereof.

b. Neither the Company nor any of its subsidiaries: (a) owns or operates
equipment or facilities of the type used, or engages in any other activity in
the nature of those conducted, by a public utility, including without limitation
any business or activity relating to garbage or sewage disposal or water
production or transmission; (b) accepts deposits or engages in any other
business activity reserved exclusively to banks, or engages in any trust or
insurance business; (c) is or holds itself out as being engaged primarily, or
proposes to engage primarily, in the business of investing, reinvesting, or
trading in securities, or is engaged or proposes to engage in the business of
issuing face-amount certificates of the installment type (i.e., securities which
represent an obligation on the part of their issuer to pay a stated or
determinable sum or sums at a fixed or determinable date or dates more than
twenty-four (24) months after the date of issuance, in consideration of the
payment of periodic installments of a stated or determinable amount) or has been
engaged in such business and has any such certificate outstanding, or owns or
proposes to acquire "investment securities," as defined in the Investment
Company Act of 1940, as amended, having a value exceeding forty percent (40%) of
the value of its total assets (exclusive of "Government securities," as defined
in said Act, and cash items) on an unconsolidated basis; (d) is (i) a common
carrier by air, railroad or otherwise or a sleeping-car company subject to the
Interstate Commerce Act, as amended, (ii) engaged in transportation by air,
railroad or otherwise, or (iii) a person authorized by the federal government
to acquire control of any carrier, common or contract carrier by motor vehicle,
or corporation or other entity organized for the purpose of engaging in
transportation as such a carrier, (e) is a licensee under the Federal Power Act,
as amended, or engaged in the production or transmission of electric energy or
in the sale of electric energy or the production, transmission or sale of any
other form of energy (including oil and natural gas); (f) is engaged in any
business relating to television, radio, telephone or other telecommunications
activity (except for local broadcast transmission); or (g) is engaged in the
business of the treatment, storage, production, processing, transportation or
disposal of any toxic or hazardous waste or other regulated substance, except
that the Company may engage in activities cited in this clause (g) incident to
its principal business activities and not as a separate service provided to
customers.

                                       4

<PAGE>


14. No Litigation. No legal or governmental proceedings are pending to which
either of the Issuers are a party or to which the property or assets of either
of the Issuers is subject which seek to restrain, enjoin or prevent the
consummation of or otherwise challenge the issuance or sale of the Notes to be
sold to the Purchaser or the consummation of the other transactions contemplated
by the Transaction Documents.

15. No Consent. Except for the Registration Statements (as defined in the
Registration Rights Agreement) and any amendments, supplements or exhibits
thereto, to the actual knowledge of each of the undersigned, no action by, or
filing with, any governmental or public body, or authority is presently required
to be obtained or made by the Issuers to authorize, or is presently required in
connection with, the execution and delivery of the Purchase Agreement the
Registration Rights Agreement and the Indenture by the Issuers, the Muzak
Capital Guarantee by Muzak Capital, the BI Guarantee by BI Acquisition, or the
Holdings Guarantee by Holdings, or the performance by the Issuers, Muzak Capital
and Holdings of their respective obligations thereunder.

16. Not an Investment Company. None of the Issuers (a) is or holds itself out as
being engaged primarily, or proposes to engage primarily, in the business of
investing, reinvesting, or trading in securities or (b) is engaged or proposes
to engage in the business of investing, reinvesting, owning, holding, or trading
securities, and owns or proposes to acquire investment securities having a value
exceeding 40 per centum of the value of such company's total assets (exclusive
of Government securities and cash items) on an unconsolidated basis.

17. Authorized Officers. Each individual who has executed any of the Transaction
Documents or other document delivered at closing on behalf of the Issuers was
validly appointed to the officership position or other position with the Issuers
indicated in connection with such execution and held that office at the time of
such person's execution and delivery of the relevant Transaction Agreement(s)
and/or other documents(s) and all signatures on each such document are genuine.

18. No Registered Securities. Neither the Company nor Finance Corp. have any
securities that are listed on a national securities exchange registered under
Section 6 of the Exchange Act or that are quoted in a United States automated
inter-dealer quotation system.

                                     ****

                                       5

<PAGE>

    IN WITNESS WHEREOF, I have executed this Support Certificate this __th day
of February, 2000.


                                        MUZAK LLC.


                                        By: ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President



                                        MUZAK FINANCE CORP.


                                        By: ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President



                                        MUZAK HOLDINGS LLC


                                        By: ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President


                                        MUZAK CAPITAL CORPORATION


                                        By: ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President



<PAGE>

                                        BI ACQUISITION, L.L.C


                                        By: ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President



<PAGE>


                                   MUZAK LLC
                               MUZAK FINANCE CORP.
                               MUZAK HOLDINGS LLC
                            MUZAK CAPITAL CORPORATION
                             BI ACQUISITION, L.L.C.

                 CERTIFICATE SUPPORTING KIRKLAND & ELLIS OPINION

         Muzak LLC (the "Company"), Muzak Finance Corp. "Finance Corp.", and
 together with the Company, the "Notes Issuers"), Muzak Holdings LLC
 ("Holdings"), BI Acquisition, L.L.C. ("BI ACQUISITION") and Muzak Capital
 Corporation ("Muzak Capital" and, together with BI Acquisition and Holdings,
 the "Guarantors") hereby certify and agree as follows. The Notes Issuers and
 the Guarantors are collectively referred to herein as the "Issuers."

1. Introduction. Kirkland & Ellis has acted as legal counsel to the Notes
Issuers in connection with the negotiation and preparation of that certain
Purchase Agreement (the "Purchase Agreement") dated as of February 2, 2000, by
and among the Notes Issuers, Holdings, the subsidiaries of the Company named
therein, and CIBC Inc. Section 6(i) of the Purchase Agreement provides that as
a condition to closing Kirkland & Ellis must deliver an opinion letter to CIBC
Inc. (the "Opinion Recipients"). The term "Kirkland Opinion" whenever it is used
in this certificate means the opinion letter which Kirkland & Ellis will
actually deliver at the closing in response to that closing condition. As used
herein, the term "Transaction Documents" has the meanings ascribed to it in the
Kirkland Opinion. All other capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Purchase Agreement.

2. Purpose. The Issuers have provided this certificate in order to provide
Kirkland & Ellis with factual information needed by Kirkland & Ellis in order to
issue the Kirkland Opinion. The Issuers have made inquiries and investigations
reasonably calculated to assure that the information provided in this
certificate is accurate and complete, including (i) inquiries of appropriate
personnel responsible for legal matters, financial matters and compliance with
government requirements and (ii) identification and review of relevant
documents. The Issuers intend and agree that Kirkland & Ellis and the Opinion
Recipients may rely upon this certificate and all information provided in this
certificate.

3. Certificate of Formation; Limited Liability Company Agreement. The copy of
the Certificates of Formation of the Company, BI Acquisition and of Holdings in
the versions certified by the responsible governmental office in the Company's,
BI Acquisition's and Holdings' state of formation and delivered to the Opinion
Recipients in connection with the closing is accurate and complete and
represents the terms of the Company's, BI Acquisition's and Holdings'
Certificates of Formation as constituted at all times since the date of the
latest amendment thereto indicated in each certificate. The copy of each of the
Limited Liability Company Agreement of the Company (the "LLC Agreement"), the
Limited Liability


<PAGE>


Company Agreement of BI Acquisition (the "BI LLC Agreement") and the Limited
Liability Company Agreement of Holdings (the "Holdings LLC Agreement") in the
version delivered to the Opinion recipients in connection with the closing is
accurate and complete and represents the terms of each such agreement as
constituted at all times since the date of the latest amendment thereto
indicated in that version.

4. Charters. The copy of Finance Corp.'s Certificate of Incorporation in the
version certified by the responsible governmental office in Finance Corp.'s
state of incorporation and delivered to the Opinion Recipients in connection
with the closing is accurate and complete and represents the terms of Finance
Corp.'s Certificate of Incorporation as constituted at all times since the date
of the latest amendment thereto indicated in that certificate. The copy of the
Certificate of Incorporation of Muzak Capital and in the version certified by
the responsible governmental office in Muzak Capital's state of incorporation
and delivered to the Opinion Recipients in connection with the closing is
accurate and complete and represents the terms of Muzak Capital's Certificate of
Incorporation as constituted at all times since the date of the latest amendment
thereto indicated in that certificate.

5. By-laws. The copy of Finance Corp.'s By-laws in the version delivered to the
Opinion Recipients at the closing is accurate and complete and represents the
terms of Finance Corp.'s By-laws as constituted at all times since the date of
the latest amendment thereto indicated in such version. The copy of Muzak
Capital's By-laws in the version delivered to the Opinion Recipients at the
closing is accurate and complete and represents the terms of Muzak Capital's
By-laws as constituted at all times since the date of the latest amendment
thereto indicated in such version. The undersigned is not aware of any existing
violations of Finance Corp.'s or Muzak; Capital's By-laws.

6. Good Standing. Neither the Company, Finance Corp., Holdings, BI Acquisition
nor Muzak Capital has any reason to believe that it is not in existence or good
standing in its respective state of formation or incorporation or that it is not
in good standing as a foreign limited liability company or corporation (as the
case may be) or other entity in any state in which it is so qualified as a
foreign limited liability company or corporation (as the case may be)

7. Foreign Qualifications. The Company, BI Acquisition and Finance Corp. are
qualified in or are taking steps to qualify as a foreign limited liability
company or corporation (as the case may be) or other entity in any state in
which such qualification is required.

8. Corporate Resolutions.

   a. The copies of the resolutions of the Board of Directors of the Company,
   the Board of Directors of Finance Corp., the Board of Directors of Muzak
   Capital, the Board of Directors of BI Acquisition and the Board of Directors
   of Holdings delivered in connection with the consummation of the transactions
   contemplated by the Transactions Documents authorizing the execution,
   delivery and performance of the various agreements contemplated thereby set
   forth duly adopted resolutions which remain in full

                                       2


<PAGE>


   force and effect without amendment or modification.

   b. Neither the Board of Directors of the Company, the Board of Directors of
   Finance Corp., the Board of Directors of Muzak Capital, Board of Directors of
   BI Acquisition nor the Board of Directors of Holdings have taken any actions
   or adopted any other resolutions which (i) restrict the Issuers' authority to
   enter into any the Transaction Documents or to engage in any actions to be
   taken under or by reason of the Transaction Documents or (ii) restrict such
   Board's authority to approve any such action or activity or (iii) otherwise
   relate to the Issuers' execution or delivery of any of the Transaction
   Documents or any activity to be taken under or by reason of the Transaction
   Documents.

9. Intentions Regarding Creditors. None of the Issuers have any intent (actual
or otherwise) in connection with the transaction contemplated by the Purchase
Agreement or otherwise to hinder, delay or defraud any present or future
creditor. In addition, none of the Issuers (a) is insolvent or will be rendered
insolvent as a result of such transactions, (b) is engaged or will be engaged or
expects to engage in the reasonably foreseeable future in any business or
transaction with unreasonably small capital, or (c) intends to incur, or expects
or believes it will incur, debts that would be beyond its ability to pay as they
mature.

10. Use of Proceeds. None of the Issuers owns or intends to purchase or carry
any "margin stock" within the meanings of Regulations T, U and X of the Board of
Governors of the Federal Reserve System.

11. Capitalization. As of the Effective Time, all of the membership interests
in the Company are owned by Holdings and all of the issued and outstanding
common stock of Finance Corp., which is 100 shares of common stock, is held by
the Company.

12. No Violations. The execution and delivery of the Transaction Documents, and
the consummation of the transactions contemplated thereby (including, without
limitation, the issuance and sale of the Notes to the Initial Purchaser) do not
and will not conflict with or constitute or result in a breach or default under
(or an event which with notice or the passage of time or both would constitute a
default under) or violation of any of, (i) the Limited Liability Company
Agreement of the Company, BI Acquisition or Holdings, (ii) the certificate of
incorporation or bylaws of Finance Corp. or Muzak Capital, (iii) the any statute
or governmental rule or regulation or (vi) with the exception of the payment of
additional interest on the Notes provided for in Section 4 of the Registration
Rights Agreement, the terms or provisions of any contract set forth on Schedule
C to the Kirkland Opinion, except for any such conflict, breach, violation,
default or event which would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect and except for any such conflict,
breach, violation or default which has been waived by the party or parties with
the power to waive such conflict, breach, violation or default.


                                       3

<PAGE>


13. No Regulation.

a. The Company does not engage in any banking, insurance, common carrier,
broadcasting (except for local broadcast transmission), utility or other
regulated activities to a degree which requires it to obtain approval from any
governmental authority as a condition to executing or delivering any of the
Transaction Documents or to performing any of its obligations under the
Transaction Documents. The Company is not aware of any filing required to be
made or any governmental permit or authorization required to be obtained in
connection with the execution or delivery of any of the Transaction Agreements
or the performance of any of the Company's obligations under those agreements
which has not been made or obtained on or prior to the date hereof.

b. Neither the Company nor any of its subsidiaries: (a) owns or operates
equipment or facilities of the type used, or engages in any other activity in
the nature of those conducted, by a public utility, including without limitation
any business or activity relating to garbage or sewage disposal or water
production or transmission; (b) accepts deposits or engages in any other
business activity reserved exclusively to banks, or engages in any trust or
insurance business; (c) is or holds itself out as being engaged primarily, or
proposes to engage primarily, in the business of investing, reinvesting, or
trading in securities, or is engaged or proposes to engage in the business of
issuing face-amount certificates of the installment type (i.e., securities
which represent an obligation on the part of their issuer to pay a stated or
determinable sum or sums at a fixed or determinable date or dates more than
twenty-four (24) months after the date of issuance, in consideration of the
payment of periodic installments of a stated or determinable amount) or has been
engaged in such business and has any such certificate outstanding, or owns or
proposes to acquire "investment securities," as defined in the Investment
Company Act of 1940, as amended, having a value exceeding forty percent (40%)
of the value of its total assets (exclusive of "Government securities," as
defined in said Act, and cash items) on an unconsolidated basis; (d) is (i) a
common carrier by air, railroad or otherwise or a sleeping-car company subject
to the Interstate Commerce Act, as amended, (ii) engaged in transportation by
air, railroad or otherwise, or (iii) a person authorized by the federal
government to acquire control of any carrier, common or contract carrier by
motor vehicle, or corporation or other entity organized for the purpose of
engaging in transportation as such a carrier, (e) is a licensee under the
Federal Power Act, as amended, or engaged in the production or transmission of
electric energy or in the sale of electric energy or the production,
transmission or sale of any other form of energy (including oil and natural
gas); (f) is engaged in any business relating to television, radio, telephone or
other telecommunications activity (except for local broadcast transmission); or
(g) is engaged in the business of the treatment, storage, production,
processing, transportation or disposal of any toxic or hazardous waste or other
regulated substance, except that the Company may engage in activities cited in
this clause (g) incident to its principal business activities and not as a
separate service provided to customers.

                                       4

<PAGE>


14.      No Litigation. No legal or governmental proceedings are pending to
         which either of the Issuers are a party or to which the property or
         assets of either of the Issuers is subject which seek to restrain,
         enjoin or prevent the consummation of or otherwise challenge the
         issuance or sale of the Notes to be sold to the Purchaser or the
         consummation of the other transactions contemplated by the Transaction
         Documents.

15.      No Consent. Except for the Registration Statements (as defined in the
         Registration Rights Agreement) and any amendments, supplements or
         exhibits thereto, to the actual knowledge of each of the undersigned,
         no action by, or filing with, any governmental or public body or
         authority is presently required to be obtained or made by the Issuers
         to authorize, or is presently required in connection with, the
         execution and delivery of the Purchase Agreement, the Registration
         Rights Agreement and the Indenture by the Issuers, the Muzak Capital
         Guarantee by Muzak Capital, the BI Guarantee by BI Acquisition, or the
         Holdings Guarantee by Holdings, or the performance by the Issuers,
         Muzak Capital and Holdings of their respective obligations thereunder.

16.      Not an Investment Company. None of the Issuers (a) is or holds itself
         out as being engaged primarily, or proposes to engage primarily, in the
         business of investing, reinvesting, or trading in securities or (b) is
         engaged or proposes to engage in the business of investing.
         reinvesting, owning, holding, or trading securities, and owns or
         proposes to acquire investment securities having a value exceeding 40
         per centum of the value of such company's total assets (exclusive of
         Government securities and cash items) on an unconsolidated basis.

17.      Authorized Officers. Each individual who has executed any of the
         Transaction Documents or other document delivered at closing on behalf
         of the Issuers was validly appointed to the officership position or
         other position with the Issuers indicated in connection with such
         execution and held that office at the time of such person's execution
         and delivery of the relevant Transaction Agreement(s) and/or other
         documents(s) and all signatures on each such document are genuine.

18.      No Registered Securities. Neither the Company nor Finance Corp. have
         any securities that are listed on a national securities exchange
         registered under Section 6 of the Exchange Act or that are quoted in a
         United States automated inter-dealer quotation system.

                                     * * * *


                                      5

<PAGE>
    IN WITNESS WHEREOF, I have executed this Support Certificate this __th day
of January, 2000.


                                        MUZAK LLC


                                        By: /s/ Robert MacInnis
                                            ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President



                                        MUZAK FINANCE CORP.

                                        By: /s/ Robert MacInnis
                                            ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President




                                        MUZAK HOLDINGS LLC


                                        By: /s/ Robert MacInnis
                                            ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President


                                        MUZAK CAPITAL CORPORATION


                                        By: /s/ Robert MacInnis
                                            ____________________________
                                            Name: Robert MacInnis
                                            Title: Vice President



<PAGE>

                                        BI ACQUISITION, L.L.C



                                        By: ___________________________
                                            Name: Robert MacInnis
                                            Title: Vice President