<PAGE>
                                                                   Exhibit 10.13


                                                                  EXECUTION COPY

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                                  CAKEWALK LLC
                                   as Manager

                                CAKEWALK BRE LLC
                                   as Issuer

                                      and

                    ENTERTAINMENT FINANCE INTERNATIONAL, LLC
                                   as Lender

                     -------------------------------------

                              MANAGEMENT AGREEMENT

                     -------------------------------------

================================================================================
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                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

ARTICLE 1. DEFINITIONS ......................................................4

      Section 1.1. Defined Terms ............................................4

ARTICLE 2. DUTIES OF THE MANAGER ............................................8

      Section 2.1. Nature of Management Services ............................8
      Section 2.2. Management Fee ..........................................10
      Section 2.3. Modifications, Amendments and Consents. .................11
      Section 2.4. Power of Attorney .......................................11

ARTICLE 3. CONDITIONS PRECEDENT ............................................11

      Section 3.1. Effective Date ..........................................11
      Section 3.2. Conditions Precedent to Effectiveness.. .................11

ARTICLE 4. DEPOSIT OF REVENUE ..............................................12

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE MANAGER ...................12

      Section 5.1. Representations and Warranties ..........................12

ARTICLE 6. COVENANTS OF THE MANAGER ........................................15

      Section 6.1. Additional Covenants ....................................15
      Section 6.2. Covenant Reporting ......................................21

ARTICLE 7. SECURITIZATION ..................................................21

      Section 7.1. Securitization ..........................................21

ARTICLE 8. EVENTS OF DEFAULT ...............................................23

      Section 8.1. Manager Default .........................................23
      Section 8.2. Termination of Manager ..................................24
      Section 8.3. Appointment of Back-Up Manager. .........................25

ARTICLE 9. MISCELLANEOUS ...................................................26

      Section 9.1.  Notices ................................................26
      Section 9.2.  Entire Agreement .......................................26
      Section 9.3.  Severability ...........................................26
      Section 9.4.  Consent to Jurisdiction ................................27
      Section 9.5.  Waiver of Jury Trial ...................................27
      Section 9.6.  Further Assurances .....................................27
      Section 9.7.  Remedies of the Essence ................................28
      Section 9.9.  Amendments; Waivers ....................................28
      Section 9.10. Successors and Assigns .................................28
      Section 9.11. Severability of Provisions.. ...........................28
      Section 9.12. Survival of Obligations ................................29
      Section 9.13. Binding Effect .........................................29
      Section 9.14. Captions ...............................................29
      Section 9.15. Third Party Beneficiaries ..............................29
      Section 9.16. No Bankruptcy Petition .................................29
      Section 9.17. Relationship of Parties ................................29
      Section 9.18. Governing Law ..........................................30
      Section 9.19. Counterparts ...........................................30


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Appendix A:  Standard Definitions

Exhibit A: Description of Support Services
Exhibit B: Form of Letter of Direction


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                              MANAGEMENT AGREEMENT

      This MANAGEMENT AGREEMENT, is dated as of June 29, 1999, is by and among
CAKEWALK LLC, a Delaware limited liability company (the "Manager"), CAKEWALK BRE
LLC, a New York limited liability company (the "Issuer"), and ENTERTAINMENT
FINANCE INTERNATIONAL, LLC, a Delaware limited liability company, a New York
banking corporation (the "Lender").

                              PRELIMINARY STATEMENT

      The Issuer has entered into the Indenture with the Lender providing for
the issuance of the Notes and pledging of the Collateral identified therein as
security therefor. In order to induce certain investors to acquire the Notes,
the Issuer has requested, and the Manager, an affiliate of the Issuer, has
agreed to Manage the Collateral pursuant to this Agreement.

      NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE 1.

                                  DEFINITIONS

      Section 1.1. Defined Terms. Except as set forth below, all capitalized
terms shall have the meanings specified in the Standard Definitions set forth in
Appendix A hereto:

      "Applicable Law" means, in respect of any Person, all provisions of
constitutions, statutes, rules, regulations and orders of Governmental
Authorities applicable to such Person, and all orders and decrees of all courts
and arbitrators in proceedings or actions to which the Person in question is a
party.

      "Authorized Signatory" means, with respect to the Manager, any one of the
Chairman, the Vice-Chairman, the President, any Vice President (however
designated), the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary.

      "Back-Up Manager" means the Servicer or any other Person appointed by the
Issuer and approved in writing by the Lender, in its capacity as back-up manager
under this Agreement.

      "Bankruptcy Code" means Title 11, United States Code, as amended from time
to time, and any successor statute thereto.

      "Business Line" means any of (i) sales made through the normal, retail
channel distribution arrangements with RYKO Distribution Partners, (ii) sales
made through the Special

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Productions Division ("SPD") of the Manager, (iii) foreign sales, or (iv)
licensing transactions.

      "Capitalized Lease Obligation" means that portion of any obligation of a
lessee which at the time would be required to be capitalized on the balance
sheet of such lessee in accordance with Financial Accounting Standards Board
Statement No. 13 dated November 1976, as amended from time to time.

      "Change of Control" means (i) the death of either Robert M. Miller or Joel
Dorn, or (ii) if either Joel Dorn or Robert M. Miller shall cease, for whatever
reason to be actively engaged in Cakewalk LLC's management, or (iii) either Joel
Dorn or Robert M. Miller sells, transfers or otherwise conveys, at any time or
in the aggregate, in excess of 49% of the Membership Interests in Cakewalk LLC
held by him on the date hereof to any Person other than to his spouse or issue,
either directly or in trust.

      "Contract" means any contract, indenture, mortgage, deed of trust, note,
instrument, lease, license, arrangement or other agreement, whether oral or
written, to which the Issuer, as assignee of the Manager or otherwise, is a
party or by which the Issuer, as assignee of the Manager or otherwise, or any of
its assets or properties is bound and any other Contract Assets assigned to the
Issuer pursuant to the Capital Contribution Agreement following the Closing Date
including, without limitation, the License Contracts as the same may have been
amended, modified, replaced and/or supplemented from time to time.

      "EBITDA" means, for any period, the total of (a) Net Income, plus (b) all
amounts deducted in computing Net Income in respect of (i) depreciation,
amortization and other non-cash charges (other than reserves), (ii) Interest
Expense, and (iii) taxes based upon or measured by Net Income, plus (c) any net
increase in deferred revenue (including distributor advances) , minus (d) any
net decrease (which amount shall be treated as a positive number for purposes of
this calculation) in deferred revenue, minus (e) any net increase in deferred
expenses (including recoupment of licensee royalty advances), plus (f) any net
decrease (which amount shall be treated as a positive number for purposes of
this calculation) in deferred expenses.

      "Event of Default" has the meaning ascribed to such term in the Indenture.

      "GAAP" means United States generally accepted accounting principles in
accordance with the American Institute of Certified Public Accountants
consistently applied.

      "Governmental Authority" means any governmental, regulatory or
self-regulatory entity, department, body, official, authority, commission,
board, agency or instrumentality, whether federal, state or local, and whether
domestic or foreign.


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      "Guaranty", "Guarantee" or "Guaranteed", as applied to an obligation,
includes (i) a guaranty (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any
manner, of any part or all of such obligation and (ii) an agreement, direct or
indirect, contingent or otherwise, the practical effect of which is to assure in
any way the payment or performance (or payment of damages in the event of
non-performance) of any part or all of such obligation, including, without
limiting the foregoing, the payment of amounts drawn down by beneficiaries of
letters of credit.

      "Indebtedness" means, with respect to Cakewalk LLC, (i) all items, except
items of equity or of Membership Interests or of surplus, deferred revenue and
deferred advances, or of general contingency or deferred tax reserves, which, in
accordance with GAAP, would be included in determining total liabilities as
shown on the liability side of a balance sheet of Cakewalk LLC, (ii) to the
extent not otherwise included, all obligations secured by any Lien to which any
property or asset owned or held by Cakewalk LLC is subject, whether or not the
obligation secured thereby shall have been assumed, (iii) to the extent not
otherwise included, all Capitalized Lease Obligations of Cakewalk LLC and (iv)
to the extent not otherwise included, all obligations of any third party which
Cakewalk LLC has Guaranteed.

      "Interest Expense" means, for any period, the total interest expense of
Cakewalk LLC plus, to the extent incurred by Cakewalk LLC, but not included in
such interest expense: (i) interest expense attributable to Capitalized Lease
Obligations, (ii) amortization of debt discount and debt issuance cost, (iii)
capitalized interest, (iv) non-cash interest expenses and (v) commissions,
discounts and other fees and charges attributable to letters of credit and
bankers' acceptance financing.

      "Letter of Direction" means the Letter of Direction delivered to each
Obligor, substantially in the form attached hereto as Exhibit B.

      "Lien" means, with respect to any property, any mortgage, lien, pledge,
assignment, charge, security interest, title retention agreement, levy,
execution, seizure, attachment, garnishment or other encumbrance of any kind in
respect of such property in favor of any Person; exclusive, however, of
statutory liens including, but not limited to, warehouse liens, landlord liens
and mechanics' and materialmen's liens.

      "Manage" means lease, license, renew, extend, advertise, exploit, promote,
market, publicize, settle, compromise, collect, enforce or otherwise deal with
the Collateral.

      "Management Services" means such services to be performed under and in
accordance with Section 2.1 (a).


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      "Management Transfer" has the meaning ascribed to such term in Section
8.2.

      "Manager" means CAKEWALK LLC, a Delaware limited liability company, and
its permitted successors and assigns.

      "Manager Default" has the meaning ascribed to such term in Section 8.1.

      "Net Income" means gross revenues of Cakewalk LLC less all operating and
non-operating expenses of Cakewalk LLC including all charges of a proper
character, but not including the gross revenues, any gains (net of expenses and
taxes applicable thereto) in excess of losses resulting from the sale,
conversion or other disposition of capital assets, any gains resulting from the
write-up of assets, any equity of Cakewalk LLC in the unremitted earnings of any
entity which is not an Affiliate, any earnings of any entity acquired by
Cakewalk LLC through purchase, merger or consolidation or otherwise for any year
prior to the year of acquisition, or any deferred credit representing the excess
of equity in any Affiliate at the date of acquisition over the cost of the
investment of such Affiliate, or determined in accordance with GAAP.

      "Obligor" means a Person obligated to pay a Receivable.

      "Receivable" means each of the payments made and to be made by Obligors
and due to the Issuer in connection with the Collateral or any portion thereof

      "Restricted Payment" means (i) the declaration or payment of any dividend
or other distribution (other than "Tax Distributions" as such term is defined in
Cakewalk LLC's Amended and Restated Operating Agreement in effect or the Closing
Date), or the incurrence of any liability to make any other payment or
distribution, of cash or other property or assets on or in respect of Cakewalk
LLC's Membership Interests and (ii) any payment on account of the purchase,
redemption, defeasance or other retirement of Cakewalk LLC's Membership
Interests or any other payment or distribution made in respect of any thereof,
either direct or indirectly which, in either case, or in the aggregate, would
exceed 15% of the Net Income of Cakewalk LLC in a single fiscal year.

      "Return Period" means as of any date of determination, the preceding three
calendar months.

      "Return Ratio" means, as of any date of determination, the aggregate sales
value of units returned with respect to a Business Line in a Return Period
divided by the sales value of all units shipped in the three calendar months
immediately preceding such Return Period.


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      "Revenues" means all gross revenues realized in respect of the Collateral.

      "Securitization Transaction" means the issuance of securities secured by
or evidencing ownership interests in the Notes.

      "Subsidiary" means, as applied to any Person, (i) any corporation of which
fifty percent (50%) or more of the outstanding stock (other than directors'
qualifying shares) having ordinary voting power to elect a majority of its board
of directors, regardless of the existence at the time of a right of the holders
of any class or classes of securities of such corporation to exercise such
voting power by reason of the happening of any contingency, or any partnership
of which such Person is the general partner or of which fifty percent (50%) or
more of the outstanding partnership interests, or any limited liability company
of which fifty percent (50%) or more of the outstanding membership interests is
at the time owned by such Person, or by one or more Subsidiaries of such Person,
or by such Person and one or more Subsidiaries of such Person, and (ii) any
other entity which is controlled by such Person, or by one or more Subsidiaries
of such Person, or by such Person and one or more Subsidiaries of such Person
(within the meaning attributed to the word "control" in the definition of
Related Party).

      "Support Services" means those administrative and support services
detailed in Exhibit A hereto.

      "Termination Notice" has the meaning assigned to such term in Section 8.2.

      "Working Capital" means the excess of current assets over current
liabilities of Cakewalk LLC, both determined in accordance with GAAP; provided
that there shall not be included in current assets (i) any loans or advances
made by Cakewalk LLC, nor (ii) any assets located outside the United States of
America.

                                   ARTICLE 2.

                              DUTIES OF THE MANAGER

      Section 2.1. Nature of Management Services.

            (a) Management Services. The Issuer hereby appoints the Manager as
      its agent to provide the Management Services. The Manager hereby agrees to
      such appointment and to use its best efforts in accordance with industry
      standards and past practice to provide or cause to be provided the
      Management Services. The Manager hereby agrees to do all of the following
      (the "Management Services") at its sole cost and expense as agent for the
      Issuer and for the benefit of the Issuer and the Lender on behalf of the
      Noteholders:


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                  (i) to Manage the Collateral;

                  (ii) to protect and defend the Collateral;

                  (iii) to preserve the good will of the Obligors, to the extent
            the Manager deems appropriate;

                  (iv) to cause all Contracts, upon execution in the name of the
            Issuer to be assigned and pledged to the Lender under the Indenture;

                  (v) to pay at its sole cost and expense all costs of Managing
            the Collateral as and when due;

                  (vi) to send within ten days following the Closing Date, on
            behalf of the Issuer, a Letter of Direction to each Obligor;

                  (vii) to enforce payment of the amount owing on each
            Receivable and to enforce compliance with the Letter of Direction;

                  (viii) to respond, on behalf of the Issuer to inquiries of
            Obligors with respect to the Receivables;

                  (ix) to enforce, on behalf of the Issuer, the terms of all
            Contracts related to the Receivables;

                  (x) to cause the Issuer to adhere to its representations,
            warranties and covenants set forth in the Transaction Documents;

                  (xi) to maximize Revenues;

                  (xii) to render a statement to the Servicer, at least five (5)
            days prior to the Servicer Remittance date, setting forth the names
            and amount payable to Royalty Payees on the following Payment Date;

                  (xiii) to maintain complete and accurate books and records
            with respect to all transactions contemplated hereunder in
            connection with the Collateral and to permit the Lender or its
            designee to audit such books and records from time to time upon
            reasonable prior notice;

                  (xiv) to deliver electronically or otherwise to the Servicer
            on a monthly basis, an informational listing of any additions,
            subtractions or changes to the Collateral, including Obligors,
            Royalty Payees and their respective addresses; the date of such
            agreements and the respective renewal dates, if any; and

                  (xv) to provide the Support Services.


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<PAGE>

            (b) Skill of Manager. The Manager agrees that the Management
      Services shall be carried out with reasonable care, prudence, skill and
      diligence in accordance with industry practice, Applicable Law and with at
      least the same care, prudence, skill and diligence as the Manager manages
      its assets and the express terms of this Agreement.

            (c) Discretionary Powers. The Manager shall exercise all
      discretionary powers involved in connection with such Management Services
      subject to the terms hereof, and shall pay all costs and expenses incurred
      in connection therewith that may be necessary or advisable for the
      carrying out of the transactions contemplated by this Agreement.

            (d) Approvals. The Manager shall consult with and obtain written
      approval from the Lender for any material action in connection with the
      Collateral that is not in the ordinary course of its Management Services.

            (e) Legal Proceedings. The Manager is hereby authorized, empowered,
      and agrees to use its reasonable efforts consistent with past practice to
      commence, at its sole cost and expense, in its own name or in the name of
      the Issuer, and pursue legal proceedings relating to any Receivable,
      including legal proceedings to enforce such Receivable, the enforcement of
      any Contract and infringement proceedings. Subject to the previous
      sentence, the Manager is hereby further authorized and empowered to
      determine whether and where to bring litigation, to retain counsel on a
      contingency fee or other basis to enforce any Receivable and to obtain
      judgments with respect thereto. The Issuer shall take any and all such
      actions that the Manager may deem necessary or appropriate to enable the
      Manager to carry out its duties under this Agreement. If in any
      enforcement, suit, or legal proceeding it shall be determined that the
      Manager may not enforce a Receivable on the ground that it shall not be a
      real party in interest or a holder entitled to enforce such Receivable,
      the Issuer shall, at the Manager's expense and direction, take such steps
      as the Lender deems reasonably necessary to enforce such Receivable,
      including bringing suit in its own name. The Manager shall provide the
      Lender and the Back-Up Manager with prompt written notice of the taking of
      any of the actions described in this Section 2.1(e).

            (f) Principal Place of Business. All activities hereunder by the
      Manager and its employees shall be conducted from the Manager's principal
      place of business or at such other location as to which the Lender is
      provided thirty (30) days' prior written notice.

      Section 2.2. Management Fee. As full compensation for its Management
Services hereunder and reimbursement for its expenses, the Manager shall be
entitled to receive or accrue to its benefit


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<PAGE>

on each Payment Date the Management Fee. The Management Fee shall be payable to
the Manager solely pursuant to the terms of, and to the extent amounts are
available for payment under, Section 13.1 of the Indenture.

      Section 2.3. Modifications, Amendments and Consents. The Manager shall
not, without the prior written consent of the Lender, agree to any modification,
waiver or amendment of any term of any material element of Collateral or to any
extension of a Receivable.

      Section 2.4. Power of Attorney. The Issuer hereby irrevocably constitutes
and appoints the Manager and any officer or similar agent thereof (or, upon a
Management Transfer, the Back-Up Manager and any officer or similar agent
thereof), with full power of substitution, as its true and lawful
attorney-in-fact with full power and authority in the place and stead of the
Issuer and in the name of the Issuer or in its own name, from time to time in
the Manager's (or, upon a Management Transfer, the Back-Up Manager's)
discretion, for the purpose of providing the Management Services in accordance
with the terms of this Agreement.

                                   ARTICLE 3.

                              CONDITIONS PRECEDENT

      Section 3.1. Effective Date. This Agreement shall become effective as of
the date hereof and, except as provided in this Article 3, Article 4 and Article
8 hereof, shall continue in force until the date of full and final repayment of
the Notes.

      Section 3.2. Conditions Precedent to Effectiveness. This Agreement shall
not be effective until the Lender shall have received each of the following, in
scope, form and substance satisfactory to the Lender:

                  (a) certified copies of all necessary action taken by the
            Manager to authorize the execution, delivery and performance, in
            accordance with their respective terms, of this Agreement and any
            other documents required or contemplated hereunder and the
            consummation of the transactions contemplated hereby;

                  (b) good standing certificates of the Manager, to be certified
            by a government official of the jurisdiction of its organization and
            of each jurisdiction where it is qualified to do business;

                  (c) a certified copy of the charter documents of the Manager,
            satisfactory in form and substance to the Lender; and


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<PAGE>

                  (d) a certificate of incumbency with respect to the signature
            of each Person authorized by the Manager to sign this Agreement or
            any other document required or contemplated hereunder.

                                   ARTICLE 4.

                               DEPOSIT OF REVENUE

      All Revenues generated or resulting from Managing in the Collateral are
the property of the Issuer. All Revenue received by the Issuer, the Manager, the
Lender or the Servicer, whether generated by or resulting from exploitation of
the Collateral, shall be deposited into the Lockbox Account or otherwise
directed, in writing, by the Lender or the Servicer, and the Manager shall
direct all Obligors to make such deposits of Revenue directly to the Lockbox
Account; provided, however, that in the event that, notwithstanding such
direction, any proceeds of the Collateral shall come into the possession or
control of the Manager or its agents, the Manager shall hold such proceeds, or
cause the same to be held, in the form received, in trust for the Lender and
shall, within two (2) Business Days after receipt thereof, cause the same to be
deposited into the Lockbox Account or otherwise delivered to the Lender. The
Lender shall have sole control and dominion over the amounts on deposit in the
Lockbox Account.

                                   ARTICLE 5.

                  REPRESENTATIONS AND WARRANTIES OF THE MANAGER

      Section 5.1. Representations and Warranties. The Manager represents and
warrants to and in favor of the Issuer and the Lender that:

            (a) Organization, Power, Qualification. The Manager is a limited
      liability company, duly organized, validly existing and in good standing
      under the laws of the State of Delaware, has the power, legal right and
      authority to own its properties and to carry on its business as now being
      and hereafter proposed to be conducted and is duly qualified and is in
      good standing and authorized to do in each jurisdiction in which the
      character of its properties or the nature of its business requires such
      qualification or authorization and the failure to be so qualified could,
      individually or in the aggregate, have a material adverse effect on its
      business, assets, liabilities, condition (financial or otherwise) ,
      results of operations or prospects.

            (b) Authorization. Enforceability. The Manager has the power, and
      has taken all necessary action (including any


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<PAGE>

      necessary membership action) to authorize it to execute, deliver and
      perform this Agreement in accordance with its terms and to consummate the
      transactions contemplated hereby and thereby. This Agreement has been duly
      executed and delivered by the Manager and is a legal, valid and binding
      obligation of the Manager, enforceable in accordance with its terms,
      subject, as to enforcement of remedies, to any applicable bankruptcy,
      insolvency or other similar law affecting the enforcement of creditors'
      rights and secured parties generally, and subject to the limitation that
      the availability of the remedy of specific performance or injunctive
      relief is subject to the discretion of the court before which any
      proceeding therefor may be brought.

            (c) Non-Contravention. The execution, delivery and performance of
      this Agreement in accordance with its terms and the consummation of the
      transactions contemplated hereby by the Manager do not and will not (i)
      require any consent or approval of any Person, except for consents and
      approvals that have already been obtained, (ii) violate any Applicable
      Law, (iii) conflict with, result in a breach of, or constitute a default
      under the charter documents, as the same may have been amended or
      restated, charter documents of the Manager or conflict with, result in a
      breach of or constitute a default under (with or without notice or lapse
      of time or both) any indenture, agreement or other instrument, to which
      the Manager is a party or by which it or any of its properties or assets
      may be bound, which conflict, breach or default would have a material
      adverse effect on the business, assets, liabilities, condition (financial
      or otherwise), results of operations or prospects of the Manager or on the
      ability of the Issuer to perform any of its obligations under this
      Agreement, or (iv) result in or require the creation or imposition of any
      Lien upon or with respect to any property now owned or hereafter acquired
      by the Manager except the Lien in favor of the Lender under the Indenture.

            (d) Compliance with Law. The Manager is in compliance with all
      Applicable Laws, non-compliance with which could, individually or in the
      aggregate, have a material adverse effect on its business, assets,
      liabilities, condition (financial or otherwise) , results of operations or
      prospects or the Collateral or on the ability of the Manager to perform
      any of its obligations under this Agreement.

            (e) Litigation. There is no action, suit or proceeding pending or,
      to the knowledge of the Manager, threatened against the Manager or any of
      its properties or assets in any court or before any arbitrator of any kind
      or before or by any Governmental Authority (i) asserting the invalidity of
      this Agreement, (ii) seeking to prevent the consummation of any of the
      transactions contemplated by this Agreement, (iii) seeking any
      determination or ruling that,


                                      -13-
<PAGE>

      in the reasonable judgment of the Manager, would materially and adversely
      affect the performance by the Manager of its obligations under this
      Agreement or (iv) seeking any determination or ruling that would
      materially and adversely affect the validity or enforceability of this
      Agreement; and no default by it has occurred and is continuing with
      respect to any order of any court or arbitrator, or with respect to any
      order of a Governmental Authority.

            (f) Governmental Regulation. The Manager is not required to obtain
      any consent, approval, authorization, permit or license from, or effect
      any filing or registration with, any Governmental Authority in connection
      with the execution, delivery and performance, in accordance with their
      respective terms, of this Agreement.

            (g) Absence of Default. The Manager is in compliance with all of the
      provisions of its certificate of formation, as the same may have been
      amended or restated, and operating agreement (or comparable constitutive
      documents) and no event has occurred, or failed to occur, which has not
      been remedied or waived, the occurrence or non-occurrence of which
      constitutes, or which with the passage of time or giving of notice or both
      would constitute, (i) a Manager Default or (ii) a default by the Manager
      under any indenture, agreement, trust agreement or other instrument, or
      any judgment, decree or order to which the Manager is a party or by which
      the Manager or any of its properties or assets may be bound, which default
      could have a material adverse effect on its business, assets, liabilities,
      financial condition, results of operations or prospects or on the ability
      of the Manager to perform any of its obligations under this Agreement.

            (h) Disclosure. The Manager has not willfully failed to disclose any
      fact, circumstance or other information which it reasonably believes will,
      either alone or in conjunction with all other such facts, circumstances
      and information, materially and adversely affects the business, assets,
      liabilities, condition (financial or otherwise), results of operations or
      prospects of the Issuer or the Manager, the Collateral or the ability of
      the Manager to perform any of its obligations under this Agreement which
      has not been set forth or referred to herein or in information, reports or
      other papers or data or otherwise specifically disclosed in writing to the
      Lender.

            (i) Historical Information. All information, reports and other
      papers and data furnished to the Lender or its representatives, including,
      without limitation, the Appraiser and Willkie Farr & Gallagher, by or on
      behalf of the Manager prior to the date hereof in connection with or
      pursuant to the Transaction Documents and the relationships established
      thereunder, at the time the same was so


                                      -14-
<PAGE>

      furnished, but in the case of information, reports and other papers and
      data dated as of a prior date, as of such date, (i) in the case of any
      such information, reports and other papers and data prepared in the
      ordinary course of business, was complete and correct in the light of the
      purpose prepared, and, in the case of any such Information the preparation
      of which was requested by the Lender, was complete and correct in all
      material respects to the extent necessary to give the Lender true and
      accurate knowledge of the subject matter thereof, (ii) did not contain any
      untrue statement of a material fact, and (iii) did not omit to state a
      material fact necessary in order to make the statements contained therein
      not misleading in the light of the circumstances under which they were
      made.

                                   ARTICLE 6.

                            COVENANTS OF THE MANAGER

      Section 6.1. Additional Covenants. So long as any amount is owing under
the Transaction Documents to the Noteholders and the Lender and unless the
Lender shall otherwise consent in writing:

            (a) Annual Financial Statements. As soon as practicable and in any
      event within 120 days after the end of each fiscal year, the Manager shall
      deliver to the Lender, the Servicer and each Holder of the Notes an
      audited consolidated statement of income, retained earnings and cash flows
      for the Manager and its subsidiaries for such year, and an audited
      consolidated balance sheet of the Manager and its subsidiaries as at the
      end of the year, setting forth in each case corresponding consolidated
      figures from the preceding annual financial statements, all in reasonable
      detail and, as to the consolidated statements, certified by independent
      public accountants of recognized national standing selected by the
      Manager, which certification states that such financial statements present
      fairly the financial condition of the companies as to which they report
      and have been prepared in accordance with generally accepted accounting
      principles consistently applied (except for changes in application in
      which such accountants concur).

            (b) Instruments. The Manager shall not take any action to cause any
      Receivable to be evidenced by any instrument (as defined in the UCC) or
      any title in bearer form except in connection with the enforcement or
      collection of a Receivable.

            (c) Perfection. The Manager will cause the Issuer to promptly
      execute and deliver to the Lender such financing and continuation
      statements, certificates and other documents or instruments as may be
      reasonably requested by


                                      -15-
<PAGE>

      the Lender to enable the Lender to perfect or renew the security interests
      granted by the Transaction Documents, including, without limitation, such
      financing statements, certificates and other documents as may be
      reasonably necessary to continue the perfection of the security interests
      in the Collateral or to perfect a security interest in any additional
      property or rights hereafter acquired by the Issuer or in any replacements
      thereof or proceeds therefrom.

            (d) Applicable Law. If the granting by the Issuer of the first
      priority perfected security interests granted under the Transaction
      Documents, or any portion or aspect thereof, requires any further
      approval, perfection or compliance with any Applicable Law or
      administrative rule, or shall be prohibited under or in violation of any
      Applicable Law or administrative rule, the Manager agrees to cause the
      Issuer to do all things and, at the Manager's sole expense, to take all
      action reasonably necessary or advisable to obtain all such approvals and
      to accomplish such perfection or compliance, and/or expeditiously to
      remove any prohibition and cure any violation, so as to effectuate to the
      fullest extent permissible by law the entire security interest granted
      hereunder. The Manager shall notify the Lender and the Servicer of all
      such required or advisable approvals, perfection and compliance, and of
      all such prohibitions and violations arising from the execution,
      enforcement, or operation of any aspect of this Agreement, and shall fully
      advise the Lender and the Servicer with respect to all actions and
      procedures necessary or desirable to accomplish the foregoing.

            (e) No Liens. The Manager shall not create, incur, assume or suffer
      to exist any Lien upon or with respect to any property or assets of any
      kind of the Issuer other than the lien of the Indenture.

            (f) Information. From time to time and promptly upon request of the
      Lender, the Manager shall deliver to the Lender such information, reports
      and other papers and data regarding the business, assets, liabilities,
      financial condition or results of operations of the Manager with respect
      to the Collateral as the Lender may reasonably request, in each case in
      form and substance reasonably satisfactory to the Lender. Information,
      reports and other papers and data furnished to the Lender by or on behalf
      of the Manager on or after the date hereof in connection with or pursuant
      to the Transaction Documents or any amendment or modification of, or
      waiver of rights under, the Transaction Documents, or in connection with
      any Securitization Transaction by the Noteholder or its assigns shall, at
      the time the same is so furnished, but in the case of information, reports
      and other papers and data dated as of a prior date, as of such date, (i)
      in the case of any


                                      -16-
<PAGE>

      information, reports and other papers and data prepared in the ordinary
      course of business, be complete and correct in the light of the purpose
      prepared, and, in the case of any Information required by the terms of the
      Transaction Documents or the reasonable requirements of any Securitization
      Transaction, the preparation of which was requested in writing by the
      Lender or its assigns, be complete and correct to the extent necessary to
      give the Lender true and accurate knowledge of the subject matter thereof,
      (ii) not contain any untrue statement of a material fact, and (iii) not
      omit to state a material fact necessary in order to make the statements
      contained therein not misleading in the light of the circumstances under
      which they were made, and the furnishing of the same to the Lender shall
      constitute a representation and warranty by the Manager made on the date
      the same is so furnished to the effect specified in clauses (i), (ii) and
      (iii); provided that failure to meet projections formulated in good faith
      shall not constitute a breach hereof. Any information provided to the
      Lender in accordance with this Agreement shall be kept confidential in the
      manner described in Section 7.06(b) of the Servicing Agreement.

            (g) Manager Not to Resign. The Manager hereby agrees not to resign
      from the obligations and duties hereby imposed on it as the Manager under
      this Agreement except upon determination that the performance of its
      duties hereunder shall no longer be permissible under Applicable Law or if
      such resignation is required by regulatory authorities. Notice of any such
      determination permitting the resignation of the Manager shall be
      communicated to the Lender at the earliest practicable time (and, if such
      communication is not in writing, shall be confirmed in writing at the
      earliest practicable time) and any such determination shall be evidenced
      by an opinion of counsel who is not to such effect delivered to the Lender
      concurrently with or promptly after such notice. No such resignation shall
      become effective until the earlier of a Back-Up Manager having assumed the
      responsibilities and obligations of the resigning Manager in accordance
      with Section 8.3 or the date upon which any regulatory authority requires
      such resignation.

            (h) Company Existence. During the term of this Agreement, the
      Manager will keep in full force and effect its existence, rights and
      franchises as a limited liability company under the laws of the State of
      Delaware and will obtain and preserve its qualification to do business in
      each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Agreement, the other
      Transaction Documents and each other instrument or agreement necessary or
      appropriate to the proper administration of this Agreement and the
      transactions contemplated hereby.


                                      -17-
<PAGE>

            (i) Separateness. During the term of this Agreement, the Manager
      shall observe the applicable legal requirements for the recognition of the
      Manager as a legal entity separate and apart from the Issuer, including as
      follows:

                  (i) the Manager shall maintain corporate records and books of
            account separate from those of the Issuer,

                  (ii) except as otherwise provided in this Agreement, the
            Manager shall not commingle its assets and funds with those of the
            Issuer,

                  (iii) the Manager shall hold such appropriate meetings of its
            Supervisory Board of Directors as are necessary to authorize all the
            Manager's actions required by law to be authorized by the
            Supervisory Board, shall keep minutes of such meetings and of
            meetings of its members and observe all other customary limited
            liability company formalities;

                  (iv) the Manager shall at all times hold itself out to the
            public under the Manager's own name as a legal entity separate and
            distinct from the Issuer; and

                  (v) all transactions and dealings between the Manager and the
            Issuer will be conducted on an arm's-length basis.

            (j) Year 2000. (i) Not later than September 30, 1999, all software
      and electronic data processing systems used by the Manager or that will be
      used in the Manager's business prior to, during or after the calendar year
      2000 (collectively, the "Software") will be designed to be used prior to,
      during, and after calendar year 2000 and the Software will operate during
      each such time period without error relating to date data, specifically
      including any error relating to, or the conduct of, date data which
      represents or references different centuries or more than one century.
      Without limiting the generality of the foregoing, (A) the Software will
      not abnormally end or provide invalid or incorrect results as a result of
      date data, and (B) the Software will be capable upon installation of
      accurately processing, providing and/or receiving date data from, into,
      and between the twentieth and twenty-first centuries, including the years
      1999 and 2000, and leap year calculations, and (ii) the Software will lose
      no functionality with respect to the introduction of records containing
      dates falling before, on or after January 1, 2000, and the Software will
      be interoperable with other software and systems that may deliver records
      to, receive record from or otherwise interact with the Software, including
      but not limited to, back-up and archived data, date data, century
      recognition calculations that accommodate


                                      -18-
<PAGE>

      same century and multi-century formulas and date values and date data
      interface values that reflect the century.

            (k) Financial Covenants.

                  (1) Restricted Payments. Cakewalk LLC shall not make or
      declare or otherwise become obligated to make any Restricted Payment.

                  (2) Limitation of Indebtedness. Cakewalk LLC shall not create,
      assume, incur or otherwise suffer to exist any Indebtedness (other than
      Indebtedness outstanding on the date hereof) (i) in excess of $500,000 or
      (ii) which has a scheduled amortization of principle prior to the Maturity
      Date.

                  (3) Limitation on Capital Expenditures. Cakewalk LLC will not
      make any expenditures in any single fiscal year in excess of an aggregate
      of $75,000 for buildings, fixtures or other items of real or personal
      property which would be considered a capital asset in accordance with
      GAAP.

                  (4) Limitation on Accounts Payable. Cakewalk LLC's accounts
      payable aged in excess of 90 days must not exceed 30% or more of the total
      accounts payable at the end of each fiscal quarter determined in
      accordance with GAAP.

                  (5) Required EBITDA Levels. Cakewalk LLC shall maintain
      minimum EBITDA levels for the fiscal years and in the amounts hereinafter
      set forth:

            Fiscal Year                     Amount
            -----------                     ------
       Remainder of 1999                   $  800,000
       2000                                $1,300,000
       2001                                $1,400,000
       2002                                $1,500,000
       2003 and thereafter                 $1,600,000

                  (6) Limitation of Return Ratio. As of any date of
      determination, the Return Ratio for each Business Line of Cakewalk LLC for
      a Return Period shall not individually exceed 15% during the term of this
      Agreement.

                  (7) Working Capital. The Working Capital of Cakewalk LLC shall
      equal or exceed the sum of $250,000 at the end of each fiscal quarter.

                  (8) Change of Control. There shall be no Change of Control in
      the management or ownership of Cakewalk LLC during the term of this
      Agreement

                  (9) Limitation on Combinations. Cakewalk LLC shall not merge
      into, consolidate with, acquire, or cause more than 80% of its membership
      interests to be exchanged


                                      -19-
<PAGE>

      for equity interests in, or a securities convertible into equity interests
      in, any other entity.

                  (10) Limitation on Loans. Cakewalk LLC shall not make any
      loans to any supervisor, officer, director or member of Cakewalk LLC;
      provided, however, that Cakewalk LLC may make loans not exceeding 12
      months in duration and not in excess of $50,000 in the aggregate to
      managers and employees of Cakewalk LLC; and provided further, however,
      that advances made in the ordinary course to cover the out-of-pocket
      business expenses incurred in connection with the performance by any such
      person of his or her duties shall not be deemed a loan for the purposes of
      this sentence.

                  (11) Limitation on Contracts. Cakewalk LLC shall not enter
      into or extend, amend, modify or terminate (which shall exclude expiration
      or non-renewal in the ordinary course) any contract (or series of related
      contracts) which both: (i) is outside the ordinary course of business of
      Cakewalk LLC and (ii) involves an expenditure, in the aggregate, in excess
      of $50,000.

                  (12) Limitation on Settlements. Cakewalk LLC shall not enter
      into any settlement of any claim, litigation or proceeding, including,
      without limitation, any royalty audit, the uninsured portion of which
      settlement shall require an aggregate payment by Cakewalk LLC in excess of
      $75,000.

                  (13) Limitation on Activities. Cakewalk LLC shall not engage
      in any business other than the business described in clauses (a) and (c)
      (to the extent (c) refers to (a)) of Section 2.3 of its Amended and
      Restated Operating Agreement, dated as of February 13, 1998.

                  (14) Limitation on Dispositions. Cakewalk LLC shall not sell,
      dispose, assign, transfer or lease all or substantially all of its assets
      other than licenses entered into in the ordinary course of business.

                  (15) Designation of Observer. Cakewalk LLC agrees that so long
      as any Note remains Outstanding, Entertainment Finance International, LLC
      shall have the right to designate a person to attend all meetings of the
      Supervisory Board of Cakewalk LLC as an observer. Cakewalk LLC agrees to
      give any such person designated by Entertainment Finance International,
      LLC all notices, documents, agreements, information and other written
      material at the times and in the manner provided to members of its
      Supervisory Board. The provisions of this paragraph shall survive any
      termination of this Agreement for so long as any Note remains Outstanding.


                                      -20-
<PAGE>

                  (16) Interpretive Principle. All calculations with respect to
      the financial covenants described above shall be made on a fully
      consolidated basis.

      Section 6.2. Covenant Reporting.

            (a) Notwithstanding anything to the contrary contained herein, upon
      knowledge or notice by any officer of the Manager that the Manager has
      breached any of the covenants contained in Section 6.1, the Manager shall
      promptly (but in no event later than 3 Business Days of such knowledge or
      notice) provide notice of such breach to the Lender.

            (b) Monthly. The Manager shall deliver to the Lender, on or before
      the fifth Business Day following the end of each calendar month commencing
      with the month ending August 31, 1999, a certificate signed by an officer
      of the Manager stating that the Manager is in compliance with each
      covenant contained in Section 6.1(b) and Sections 6.1(k)(1), (2), (3),
      (8), (9), (10), (11), (12), (13) and (14).

            (c) Quarterly. The Manager shall deliver to the Lender (i) on or
      before the 60th day following the end of each fiscal quarter commencing
      with the quarter ending September 30, 1999, a certificate signed by an
      officer of the Manager stating that the Manager is in compliance with each
      covenant contained in Sections 6.1(k)(6) and (7), and (ii) on or before
      the 30th day following the end of each fiscal quarter commencing with the
      quarter ending September 30, 1999, a certificate signed by an officer of
      the Manager stating that the Manager is in compliance with the covenant
      contained in Section 6.1(k)(4).

            (d) Annually. The Manager shall deliver to the Lender, on or before
      the 120th day following the end of each fiscal year, a certificate (which
      certificate may be combined with the certificates delivered pursuant to
      Sections 6.2(b) and (c)) signed by an officer of the Manager stating that
      the Manager is in compliance with each covenant contained in Section
      6.1(a) and Section 6.1(k)(5).

                                   ARTICLE 7.

                                 SECURITIZATION

      Section 7.1. Securitization.

      (a) The Manager recognizes that the Lender has the right to securitize the
Notes on terms and conditions determined by the Lender in its sole discretion,
but shall not be obligated to do so. The Lender shall have the right, without
any action on the part of the Manager, to assign the Manager's representations
and


                                      -21-
<PAGE>

warranties made (or deemed made) hereunder as a part of any such transaction.

      (b) In connection with the Securitization Transaction, the Manager agrees
to cooperate fully (with de minimis cost to the Manager) with the Lender, any
Rating Agencies, any underwriter or placement agent of the Securitization
Transaction and any prospective investor with respect to all reasonable requests
and due diligence procedures. Such cooperation shall, without limitation,
require the Manager to:

            (i)   execute all Securitization Agreements and such ancillary
                  documents, including amendments of any such documents, that
                  are necessary to effect the Securitization Transaction in form
                  and scope satisfactory to the Rating Agencies, and the Lender
                  or that are otherwise customary for a Securitization
                  Transaction provided the same do not change Manager's
                  obligations in a material manner from the obligations
                  hereunder;

            (ii)  make such representations and warranties regarding the Manager
                  and the Collateral Managed by it as of the securitization date
                  as are customary in a Securitization Transaction and as may be
                  requested by any Rating Agency or as may reasonably be
                  requested by the Lender;

            (iii) deliver to the Lender for inclusion in any offering material
                  or other material provided to any underwriter, placement
                  agent, Rating Agency or investor or prospective investor in
                  the Securitization Transaction such information regarding the
                  Issuer, the Manager, the financial condition and business of
                  the Issuer and the Manager, respectively, the transactions
                  contemplated hereby and the Collateral, as the Lender deems
                  reasonably necessary to consummate the Securitization
                  Transaction and which the Manager or its Affiliates are
                  capable of providing without unreasonable effort or expense,
                  and to indemnify the Lender, any underwriter, any placement
                  agent and any affiliates for material misstatements or alleged
                  material misstatements contained in, or material omissions or
                  alleged material omissions from, such information provided by
                  the Manager;

            (iv)  to the extent not provided pursuant to clause (iii) above and
                  to the extent customary in Securitization Transactions,
                  provide such financial and other information with respect to
                  the Issuer, the Manager, the financial condition and business
                  of the Issuer and the Manager,


                                      -22-
<PAGE>

                  respectively, and the Collateral, including audited and
                  unaudited financial statements and agreed upon procedures from
                  certified public accountants acceptable to the Rating
                  Agencies, as may be requested by any Rating Agency, any
                  underwriter, placement agent, investor or prospective investor
                  or as may reasonably be requested by the Lender; and

            (v)   to deliver or cause to be delivered to the Lender and to any
                  Person designated by the Lender, such opinions of counsel as
                  the Lender, any Lender, any Rating Agency, and/or any
                  underwriter or placement agent of the Securitization
                  Transaction shall, in its discretion, determine to be
                  necessary or desirable in connection with the Securitization
                  Transaction, from such counsel all in form and substance
                  satisfactory to the Lender, the Rating Agencies and the
                  underwriters or placement agents of the Securitization
                  Transaction.

                                   ARTICLE 8.

                                EVENTS OF DEFAULT

      Section 8.1. Manager Default. Each of the following shall constitute a
"Manager Event of Default," whatever the reason for such event and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment or order of any court or any order, rule or regulation of any
Governmental Authority or non-governmental body or otherwise:

            (l) the Manager shall fail within two (2) Business Days to remit or
      cause to be remitted in the form received by the Manager to the Lender any
      monies paid in respect of the Collateral;

            (2) default in the performance, or breach of any covenant of the
      Manager in this Agreement and continuance of such default or breach for a
      period of 45 days after the earlier of (i) the date on which the Manager
      shall first have knowledge of such default or breach and (ii) the date on
      which written notice, specifying in reasonable detail, such default or
      breach and requiring it to be remedied and stating that such notice is a
      "Notice of Default" hereunder shall have been given to the Manager by the
      Issuer or the Lender;

            (3) breach of any representation or warranty of the Manager in this
      Agreement which has a material adverse effect on the interests of the
      Noteholders and which, if susceptible of being cured, remains uncured
      after the earlier of (i) thirty (30) days after the date on which the


                                      -23-
<PAGE>

      Manager shall first have knowledge of such breach and (ii) the date which
      is thirty (30) days after written notice, specifying in reasonable detail,
      such breach and requiring it to be remedied and stating that such notice
      is a "Notice of Default" hereunder shall have been given to the Manager by
      the Issuer or the Lender;

            (4) the entry of a decree or order for relief by a court having
      jurisdiction in respect of the Manager in an involuntary case under the
      federal bankruptcy laws, as now or hereafter in effect, or any other
      present or future federal or state bankruptcy, insolvency or similar law,
      or appointing a receiver, liquidator, assignee, trustee, custodian,
      sequestrator or other similar official of the Manager or of any
      substantial part of its property, or ordering the winding up or
      liquidation of the affairs of the Manager and the continuance of any such
      decree or order unstayed and in effect for a period of 90 consecutive
      days; or

            (5) the commencement by the Manager of a voluntary case under the
      federal bankruptcy laws, as now or hereafter in effect, or any other
      present or future federal or state bankruptcy, insolvency or similar law,
      or the consent by the Manager to the appointment of or taking possession
      by a receiver, liquidator, assignee, trustee, custodian, sequestrator or
      other similar official of the Manager or any substantial part of its
      property or the making by the Manager of an assignment for the benefit of
      creditors or the failure by the Manager generally to pay its debts as such
      debts become due or the taking of action by the Manager in furtherance of
      any of the foregoing;

            (6) an Event of Default shall have occurred and not been waived; or

            (7) (i) a final judgment shall be entered by any court against the
      Manager for the payment of money the uninsured portion of which, together
      with the uninsured portion of all other outstanding final judgments
      against the Manager, exceeds five hundred thousand dollars ($500,000) in
      the aggregate, or (ii) a warrant of attachment or execution or similar
      process shall be issued or levied against any of the Manager's property
      which exceeds in value five hundred thousand dollars ($500,000) in the
      aggregate, and if, within thirty (30) days after the entry, issue or levy
      thereof, such judgment, warrant or process shall not have been paid or
      discharged or a bond satisfactory to the Issuer and the Lender shall not
      have been posted.

      Section 8.2. Termination of Manager. In the event of a Manager Default,
the Issuer shall have all rights and remedies against the Manager in law and
equity, and may by notice then given in writing to the Manager (a "Termination
Notice"),


                                      -24-
<PAGE>

terminate all or any part of the rights and obligations of the Manager under
this Agreement. After receipt by the Manager of a Termination Notice, and on the
date that the Back-Up Manager shall have been appointed by the Issuer pursuant
to Section 8.3, all authority and power of the Manager under this Agreement
shall pass to and be vested in the Back-Up Manager (a "Management Transfer")
and, without limitation, the Issuer is hereby authorized and empowered (upon the
failure of the Manager to cooperate) to execute and deliver, on behalf of the
Manager, as attorney-in-fact or otherwise, all documents and other instruments
upon the failure of the Manager to execute or deliver such documents or
instruments, and to do and accomplish all other acts or things necessary or
appropriate to effect the purposes of such Management Transfer. The Manager
agrees to cooperate with the Issuer and such Back-Up Manager in effecting the
termination of the responsibilities and rights of the Manager to conduct
Management Services hereunder, including, without limitation, the transfer to
such Back-Up Manager of all authority of the Manager to manage the Collateral
and to conduct the Management Services subject to the terms of the back-up
Management Agreement. The Manager shall promptly (x) assemble all the Manager's
documents (including copies of all Contracts) , instruments and other records
(including files, licenses, rights, copies of all relevant computer programs and
any necessary licenses for the use thereof, related material, computer tapes,
disks, cassettes and data) that are necessary or desirable to enable the Back-Up
Manager to effect the immediate management of the Collateral, with or without
the participation of the Issuer or the Manager and (y) deliver all of the
foregoing documents, instruments and other records to the Back-Up Manager at a
place designated thereby. All costs and expenses incurred by the Manager, the
Back-Up Manager, the Issuer and the Lender in connection with any Management
Transfer resulting from a Manager Default shall be for the account of the
Manager. The parties hereto each agree that the Servicer shall be the initial
Back-Up Manager hereunder.

      Section 8.3. Appointment of Back-Up Manager. (a) On and after the receipt
by the Manager of a Termination Notice pursuant to Section 8.2 or the Manager's
resignation in accordance with the terms of this Agreement, the Manager shall
continue to perform all Management Services hereunder, in the case of
termination, only until the date specified in such Termination Notice or, if no
such date is specified in such Termination Notice or otherwise specified by the
Issuer, until a date mutually agreed upon by the Manager and the Issuer, and, in
the case of resignation, until the earlier of (x) the date 45 days from the
delivery to the Issuer and Lender of written notice of such resignation (or
written confirmation of such notice) in accordance with the terms of this
Agreement and (y) the date upon which the predecessor Manager shall become
unable to act as Manager, as specified in the notice of resignation and
accompanying opinion of counsel. The Issuer shall, as promptly as possible after
the giving of a Termination Notice or receiving notice of the Manager's
resignation, appoint the Back-Up Manager.


                                      -25-
<PAGE>

No proposed Back-Up Manager selected by the Issuer shall become the Back-Up
Manager hereunder unless and until such proposed Back-Up Manager shall have been
approved in writing by the Lender, such approval not to be unreasonably
withheld.

      (b) Upon appointment, the Back-Up Manager shall be required to perform the
Management Services in accordance with the terms of the Back-Up Management
Agreement. The Back-Up Manager shall not be liable for, and the Manager shall
indemnify the Back-Up Manager against costs incurred by the Back-Up Manager as a
result of, any acts or omissions of the Manager under the Management Agreement
or any events or occurrences occurring prior to the Back-Up Manager's acceptance
of its appointment as the Back-Up Manager.

                                   ARTICLE 9.

                                 MISCELLANEOUS

      Section 9.1. Notices. All notices from one party to the other party shall
be sent to the other party's address by (i) delivery by a reputable courier
service or by registered mail (return receipt requested) or (ii) by facsimile
transmission (or the equivalent transmission providing written confirmation of
receipt at the facsimile number of the addressee) with a copy sent in either
manner described in clause (i), all charges prepaid. The date of receipt or
refusal to accept shall be the effective date of any such notice.

The Issuer                     The Manager              The Lender
----------                     -----------              ----------
CAKEWALK BRE LLC               CAKEWALK LLC             ENTERTAINMENT FINANCE
250 West 57th  Street          250 West 57th Street     INTERNATIONAL, LLC
New York, NY 10107             New York, NY 10107       110 West 57th Street
Attn: Robert Miller            Attn: Robert Miller      New York, New York 10019
Attention: Thomas Cyrana

in each case, with a copy to:

Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
Attn: Michael Blumenthal, Esq.

      Section 9.2. Entire Agreement. This Agreement and the other Transaction
Documents set forth the entire agreement and understanding among the parties
with reference to the transactions contemplated hereby and supersedes any and
all other oral or written agreements heretofore made.

      Section 9.3. Severability. If any provision of this Agreement or the
application of any provision hereof to any


                                      -26-
<PAGE>

person or in any circumstances is held invalid, the remainder of this Agreement
and the application of such provision to other persons or circumstances shall
not be affected unless the provision held invalid shall substantially impair the
benefits of the remaining portions of this Agreement.

      Section 9.4. Consent to Jurisdiction.

            (a) Each party hereto hereby irrevocably submits to the exclusive
      jurisdiction of any New York State or Federal court sitting in New York
      City in any action or proceeding arising out of or relating to this
      Agreement or any other Transaction Document, and hereby irrevocably agrees
      that all claims in respect of any such action or proceeding may be heard
      and determined in such New York State court or, to the extent permitted by
      law, in such Federal court. Each party hereto hereby irrevocably waives,
      to the fullest extent it may effectively do so, the defense of an
      inconvenient forum to the maintenance of such action or proceeding. Each
      party hereto irrevocably consents to the service of any and all process in
      any such action or proceeding by the mailing, or delivery, of copies of
      such process to such party at its address specified in Section 9.1. Each
      party agrees that a final judgment in any such action or proceeding shall
      be conclusive and may be enforced in other jurisdictions by suit on the
      judgment or in any other manner provided by law.

            (b) Nothing in this Section 9.4 shall affect the right of the Lender
      or the Issuer to serve legal process in any other manner permitted by law
      or affect the right of the Lender or the Issuer to bring any action or
      proceeding against the Manager or its property in the courts of other
      jurisdictions.

      Section 9.5. Waiver of Jury Trial. The parties hereto each waive their
respective rights to a trial by jury of any claim or cause of action based upon
or arising out of or related to this Agreement, or the transactions contemplated
hereby, in any action, proceeding or other litigation of any type brought by any
of the parties against any other party or parties, whether with respect to
contract claims, tort claims, or otherwise. The parties hereto each agree that
any such claim or cause of action shall be tried by a court trial without a
jury. Without limiting the foregoing, the parties further agree that their
respective right to a trial by jury is waived by operation of this Section 9.5
as to any action, counterclaim or other proceeding which seeks, in whole or in
part, to challenge the validity or enforceability of this Agreement or any
provision hereof The waiver shall apply to any subsequent amendments, renewals,
supplements or modifications to this Agreement.

      Section 9.6. Further Assurances. The Manager shall furnish the Issuer and
the Lender with any further instruments, in form and substance reasonably
satisfactory to the Issuer and the


                                      -27-
<PAGE>

Lender, which the Issuer or the Lender may reasonably require or deem necessary,
from time to time, required to evidence, establish, protect, enforce, defend or
secure to the Issuer any and all of its rights hereunder or any of the other
Transaction Documents or more fully effectuate or carry out the provisions,
purposes or intent of the Transaction Documents.

      Section 9.7. Remedies of the Essence. The various rights and remedies of
the Lender under this Agreement are of the essence of those agreements, and the
Lender shall be entitled to obtain a decree requiring specific performance of
each such right and remedy.

      Section 9.8. Rights Cumulative. Each of the Lender's rights and remedies
under this Agreement shall be in addition to all of its other rights and
remedies under the Transaction Documents and Applicable Law, and nothing in this
Agreement shall be construed as limiting any such rights or remedies.

      Section 9.9. Amendments; Waivers. The rights and remedies of each party
under this Agreement and the other Transaction Documents shall be cumulative and
not exclusive of any rights or remedies which it would otherwise have, and no
failure or delay by any party in exercising any right shall operate as a waiver
of it, nor shall any single or partial exercise of any power or right preclude
its other or further exercise or the exercise of any other power or right. Any
term, covenant, agreement or condition of this Agreement may only be amended
with the consent of the Manager, the Issuer and the Lender or compliance
therewith may be waived (either generally or in a particular instance and either
retroactively or prospectively) by the Issuer, and in any such event the failure
to observe, perform or discharge any such covenant, condition or obligation
(whether such amendment is executed or such consent or waiver is given before or
after such failure) shall not be construed as a breach of such covenant,
condition or obligation or as a Manager Default.

      Section 9.10. Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided, however, that the Manager may not
assign or transfer any of its rights or obligations hereunder without the prior
written consent of the Issuer. All agreements, statements, representations and
warranties made by the Manager herein or in any certificate or other instrument
delivered by the Manager or on its behalf under this Agreement shall be
considered to have been relied upon by the Issuer and shall survive the
execution and delivery of this Agreement and the other Transaction Documents
regardless of any investigation made by the Lender or on its behalf.

      Section 9.11. Severability of Provisions. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to


                                      -28-
<PAGE>

the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or thereof or affecting the validity or
enforceability of such provision in any other jurisdiction. To the extent
permitted by Applicable Law, the Manager hereby waives any provision of
Applicable Law that renders any provision of the prohibited or unenforceable in
any respect.

      Section 9.12. Survival of Obligations. Except as otherwise expressly
provided herein, the rights and obligations of the Manager under this Agreement
shall survive the maturity date of the Notes.

      Section 9.13. Binding Effect. This Agreement shall be binding upon the
Manager, its successors and assigns. This Agreement shall inure to the benefit
of and be enforceable by the Issuer, the Lender and their respective successors,
transferees and assigns.

      Section 9.14. Captions. Captions to Articles, Sections and subsections of,
and Schedules and Exhibits to, this Agreement are included for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose or in any way affect the meaning or construction of any provision of
this Agreement.

      Section 9.15. Third Party Beneficiaries. This Agreement is for the benefit
of the Issuer and the Lender and each subsequent Noteholder as assignee of the
Issuer and the Lender or such subsequent Noteholder may exercise all rights and
remedies of the Issuer under this Agreement, and the Issuer shall have no right
to exercise such rights and remedies without the prior written consent of the
Lender or such subsequent Noteholder.

      Section 9.16. No Bankruptcy Petition. The Manager by entering into this
Agreement covenants and agrees that, prior to the date which is one year and one
day after the payment in full of the Notes, it will not institute against, or
join any other Person in instituting against, the Issuer, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law.

      Section 9.17. Relationship of Parties. Nothing contained in this Agreement
is intended to create, or shall in any event or under any circumstance be
construed as creating, a partnership, joint venture, tenancy-in-common, joint
tenancy or other relationship of any nature whatsoever between the Lender and
the Manager. The Manager acknowledges that (a) the Manager is represented by
competent counsel and has consulted counsel before executing this Agreement and
(b) it shall rely solely on its own judgment and advisors in entering into the
transactions contemplated hereby without relying in any manner on any
statements, representations or recommendations of the Lender.


                                      -29-
<PAGE>

      Section 9.18. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

      Section 9.19. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute one and the same instrument.

                  [Remainder of Page Intentionally Left Blank]


                                      -30-
<PAGE>

      IN WITNESS WHEREOF, this Agreement has been executed by the duly
authorized signatories of the parties hereto all as of the day and year first
above written.

                                       CAKEWALK LLC., as Manager


                                       By: /s/ Robert Miller
                                           -------------------------------------
                                           Name: Robert Miller
                                           Title: Manager


                                       CAKEWALK BRE, as Issuer


                                       By: /s/ Robert Miller
                                           -------------------------------------
                                           Name: Robert Miller
                                           Title: Chief Executive
                                                  Officer and President


                                       ENTERTAINMENT FINANCE
                                         INTERNATIONAL, LLC, as Lender


                                       By: BJT HOLDING, INC, its
                                           Managing Member


                                       By: /s/ Thomas Cyrana
                                           -------------------------------------
                                           Name: Thomas Cyrana
                                           Title: Vice President

<PAGE>

                                   EXHIBIT A

                            DESCRIPTION OF SERVICES


                                      -32-
<PAGE>

                         DESCRIPTION OF SUPPORT SERVICES

      The following is a description of the Support Services to be provided by
the Manager.

(1)   Accounts Payable Services. Accounts payable services which shall include
      the timely payment of all proper bills and expenses incurred in connection
      with the Collateral.

(2)   Financial and Accounting Services. All financial, payroll, accounting and
      risk management services required with respect to the operations for
      servicing the Collateral, including the services of financial personnel to
      enable the Issuer to maintain all financial books of account and records,
      maintain suitable books and records of control and accounting procedures.

(3)   Tax Services. All tax services required with respect to the Issuer's
      operations and the operations for servicing the Collateral including (i)
      the preparation and filing of all federal state and local returns and (ii)
      the payment of taxes shown to be due on such tax returns.

(4)   Legal Services. The Manager shall make its legal counsel available to the
      Issuer for all legal services required by the Issuer, including contract
      negotiation and review, regulatory compliance, litigation strategy and
      oversight and such other legal matters (including, without limitation,
      defense of copyright infringement and contract disputes) as are
      customarily handled by the Manager's legal counsel.

(5)   Insurance Services. The Manager will obtain for the Issuer usual and
      necessary business insurance.

(6)   Office Services. The Manager will provide office space for the Issuer at
      the Manager's principal location, along with telephone lines and such
      other office overhead items necessary for the operation of the Issuer's
      business.


                                      -33-
<PAGE>

                                    EXHIBIT B

                           FORM OF LETTER OF DIRECTION


                                      -34-
<PAGE>

                                      EXHIBIT E (Capital Contribution Agreement)
                                                EXHIBIT B (Management Agreement)

[DATE]

[PAYEE]
[PAYEE ADDRESS]

            Re: Letter of Direction; Distributions

Ladies and Gentlemen:

      Reference is made to one or more licenses with respect to the use of one
or more songs or masters or other agreements (collectively, the "Agreement")
which you have entered into with any of Cakewalk LLC (the "Parent"), Cakewalk
Productions Inc. and/or Cakewalk Productions II Inc. (jointly and severally with
the Parent, "Cakewalk"). Parent has established a new, wholly owned subsidiary,
Cakewalk BRE LLC, a New York limited liability company ("BRE"). All of the
material assets of Cakewalk, including, without limitation, the Agreement, have
been sold or transferred to BRE. Cakewalk had financing arrangements with
BankBoston N.A., secured by a lien on substantially all of Cakewalk's assets,
including the Agreement. Those financing arrangements have been terminated and
BRE has entered into its own financing arrangements with Entertainment Finance
International, LLC ("EFI") which are secured by a lien on substantially all of
BRE's assets, including the Agreement.

      Accordingly, we hereby irrevocably authorizes and direct you to pay all
monies payable pursuant to the Agreement from and after the date hereof,
regardless of when earned, directly to the following account:

      Account Title:
      Account Number:
      Location:

      We also hereby authorize and direct you to notify all public performance
societies, mechanical collection societies and other appropriate persons, firms
or corporations that Cakewalk BRE LLC is now the owner of Cakewalk's interest in
and to the material rights under the Agreement and that any payments heretofore
made by any such persons, firms or corporations should now be made directly to
the above referenced account. We hereby authorize and direct you to send copies
of all notices, reports and other communications to which Cakewalk may be
entitled under the Agreement to Cakewalk BRE LLC and to Entertainment Finance
International, LLC to the following addresses:

Cakewalk BRE LLC
250 West 57th Street
New York, New York 10107
Attention: Robert Miller

<PAGE>

Entertainment Finance International, LLC
c/o Rascoff/Zysblat Organization, Inc.
110 West 57th Street
New York, New York 10019

      From and after the date hereof, no change may be made to the foregoing
directions by Cakewalk or BRE without the prior written consent of Entertainment
Finance International, LLC.

                                       Very truly yours,

                                       CAKEWALK LLC


                                       By: _____________________________________
                                           Name: Robert Miller
                                           Title: Manager


                                       CAKEWALK PRODUCTIONS INC.


                                       By: _____________________________________
                                           Name: Robert Miller
                                           Title:


                                       CAKEWALK PRODUCTIONS II INC.


                                       By: _____________________________________
                                           Name: Robert Miller
                                           Title:

STATE OF           )
                   ): ss.:
COUNTY OF          )

      On this ___ day of June, in the year 1999, before me, the undersigned, a
Notary Public of New York, duly commissioned and sworn, personally appeared
Robert Miller that executed this instrument, and acknowledged that he executed
the same.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

[SEAL]                                 _________________________________________

My commission expires on             , 19__

<PAGE>

                                                                  EXECUTION COPY

                                   APPENDIX A

                              STANDARD DEFINITIONS

            "Act": The meaning ascribed thereto in Section 1.2 of the Indenture.

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            "Assets": Each to the extent described in Exhibit A to the
Contribution Agreement and the Contract Assets.

            "Available Funds": All monies received by the Servicer in respect of
the Collateral and deposited into the Collection Account and the Escrow Account
during a Collection Period (plus any investment earnings thereon) , less the
amounts withdrawn, if any, by the Lender in accordance with the provisions of
Section 13.1(a) of the Indenture.

            "Board of Directors": The board of directors of a Person or any duly
authorized committee of that Board.

            "Board Resolution": A copy of a resolution certified by the
Secretary or an Assistant Secretary of the Issuer to have been duly adopted by
its Board of Directors and to be in full force and effect on the date of such
certification.

            "Business Day": Any day that is not (i) a Saturday, or Sunday or
(ii) any other day on which commercial banking institutions in the State of New
York are authorized or obligated by law or executive order to be closed.

            "Cakewalk BRE LLC": Cakewalk BRE LLC, a New York limited liability
company and its permitted successors and assigns.

            "Cakewalk LLC": Cakewalk LLC, a Delaware limited liability company
and its permitted successors and assigns.

            "Called Principal": With respect to any Note, the principal of such
Note that is to be prepaid pursuant to Section 10.1 of the Indenture or has
become or is declared to be immediately due and payable pursuant to Section 6.2
of the Indenture, as the context requires.

<PAGE>

            "Closing Date": With respect to the Contribution Agreement, the
meaning set forth in Section 1 thereof.

            "Code": The Internal Revenue Code of 1986, as amended.

            "Collateral": With respect to the Indenture, the meaning ascribed
thereto in granting clauses thereof.

            "Collection Account": The trust account or accounts (including the
Lockbox Account) established and maintained by the Servicer as such pursuant to
Section 12.2(d) of the Indenture.

            "Collection Period": Each calender month commencing on the Issue
Date (except that the first such Collection Period shall be from the Issue Date
through June 30, 1999).

            "Contract Assets": Collectively, the Royalty or Participation
Agreements, the Licenses and other contract assets included in Exhibit A-5 of
the Contribution Agreement.

            "Contribution Agreement": The Capital Contribution Agreement, dated
as of June 29, 1999, by and between the Issuer and Cakewalk LLC, pursuant to
which the Issuer will acquire Assets from Cakewalk LLC, as such agreement may be
amended or supplemented pursuant to its terms.

            "CP Price": A price, with respect to the portion of the assets being
sold, determined by an Independent appraiser, having at least ten (10) years
experience in the valuation of intellectual property similar to the Assets being
appraised, assuming an arm's-length transaction between a willing seller under
no compulsion to sell and a willing buyer under no compulsion to buy, provided,
however, that for the purposes of Section 10(b) of the Contribution Agreement,
the price for each Asset and the royalties relating thereto, shall be determined
by multiplying (i) a fraction, the numerator of which shall be the gross royalty
income received for the preceding calendar year in respect of that particular
Asset and the denominator of which shall be the aggregate gross royalty income
for all Assets included in the Collateral for such calendar year, by (ii) the
aggregate Note Principal Balance of Outstanding Notes.

            "Default": Any occurrence which is, or with notice or the lapse of
time or both would become, an Event of Default.

            "Defaulted License": As of the date of determination, a License as
to which any of the following shall have occurred: (i) the periodic required
payments become over 60 days delinquent or (ii) a default has occurred
thereunder and any applicable cure period has expired without such cure having
been effected, or (iii) the licensee thereunder is insolvent or has commenced,
either voluntarily or involuntarily, a proceeding under the Federal Bankruptcy
Code.


                                      -2-
<PAGE>

            "Default Rate": 12.59% per annum.

            "Deficiency Trigger Event": The failure of amounts on deposit in the
Reserve Fund to equal the Minimum Reserve Fund Requirement on or after the
Payment Date occurring in June, 2000 (after giving effect to withdrawals from
the Reserve Fund and the making of any distributions pursuant to Section 13.1(b)
of the Indenture on such Payment Date).

            "Deleted Collateral": Any Collateral which, pursuant to Section
10(b) of the Contribution Agreement, the Servicer has successfully required
Cakewalk LLC to repurchase and which has been so repurchased and released from
the Contribution Agreement.

            "Discounted Value": With respect to the Called Principal of any
Note, the amount obtained by discounting all Remaining Scheduled Payments with
respect to such Called Principal from their respective scheduled due dates to
the Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on the same
periodic basis as that on which interest on the Notes is payable) equal to the
Reinvestment Yield plus 0.50% with respect to such Called Principal.

            "Dollars" or "$": Dollars in lawful currency of the United States of
America.

            "Due Period": With respect to any Payment Date, the one month period
ending on the last day of the month preceding the month in which the Payment
Date occurs, except that the first Due Period shall be from and after the Issue
Date to and including June 30, 1999.

            "Eligible Financial Institution": A depository institution that (a)
has a combined capital and surplus of at least $100,000,000, (b) is subject to
supervision or examination by Federal or state banking authority and subject to
regulations substantially similar to 12 C.F.R. Section 9.10(b), (c) has an
office within the United States of America, (d) is not affiliated (as such term
is defined in Rule 405 under the 1933 Act) with the Issuer or with any Person
involved in the organization or operation of the Issuer and (e) has a short-term
rating of P-l from Moody's or if no short-term rating exists, has long-term debt
with at least an "A2" rating from Moody's and the deposits of which are insured
to the full extent permitted by law by the FDIC and which has trust power and is
organized under the laws of the United States of America or any state thereof.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this definition, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.


                                      -3-
<PAGE>

            "Eligible Investments": Any and all of the following:

            (i) obligations of, or guaranteed as to principal and interest by,
the United States or any agency or instrumentality thereof which are backed by
the full faith and credit of the United States;

            (ii) certificates of deposit and time and demand deposits and
bankers acceptances having original maturities of no more than 365 days of any
bank or trust company incorporated under the laws of the United States or any
state, provided that the long term debt obligations of such bank or trust
company (or parent holding company thereof), at the date of acquisition thereof
have received a credit rating in the highest rating category of the Rating
Agency;

            (iii) commercial paper of any corporation incorporated under the
laws of the United States or any state thereof having original maturities of not
more than 270 days which on the date of acquisition has a credit rating in the
highest rating category for commercial paper of the Rating Agency;

            (iv) repurchase agreements with respect to obligations of, or
guaranteed as to principal and interest by, the United States or any agency or
instrumentality thereof when such obligations are backed by the full faith and
credit of the United States, provided that the unsecured obligations of the
party agreeing to repurchase such obligations at the time have a short-term
credit rating in the highest rating category for short-term unsecured debt of
the Rating Agency;

            (v) money market mutual funds registered under the Investment
Company Act of 1940, as amended, having a credit rating, at the time of such
investment in the highest rating category of the Rating Agency; and

            (vi) bonds or other obligations having a short term unsecured debt
rating in the highest rating category of the Rating Agency and having a long
term debt rating in the highest rating category of the Rating Agency issued by
or by authority of any state of the United States, any territory or possession
of the United States, including the Commonwealth of Puerto Rico and agencies
thereof, or any political subdivision of any of the foregoing.

            "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

            "Event of Default": When used in connection with the Indenture, an
Event of Default described in Section 6.1 thereof.


                                      -4-
<PAGE>

            "Expense Payment": As of any date of determination, an amount equal
to the product of (a) 0.37 and (b) gross cash sales reported by RYKO
Distribution Partners to the Issuer in the second calendar month preceding such
date of determination.

            "FDIC": The Federal Deposit Insurance Corporation, or any successor
thereof.

            "Federal Bankruptcy Code": The U.S. Bankruptcy Code of 1978, as
amended.

            "Foreign Noteholder": Any beneficial owner of Notes who is not, for
U.S. Federal Income tax purposes, (i) a citizen or resident of the U.S., (ii) a
domestic partnership, (iii) a domestic corporation, (iv) an estate the income of
which is includable in gross income for U.S. tax purposes regardless of its
source, or (v) a trust if a court within the U.S. is able to exercise primary
supervision over the administration of the trust and one or more U.S. persons
have the authority to control substantial decisions of the trust, all as defined
in Section 7701 (a) (30) of the Code and the Treasury Regulations promulgated
thereunder.

            "GAAP": Generally accepted accounting principles in the United
States of America in effect from time to time.

            "Government Securities": The securities described in clause (i) of
the definition of the term "Eligible Investments".

            "Governmental Authority": Any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

            "Grant": To grant, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, mortgage, pledge, create and grant a security
interest in and right of set-off against, deposit, set over and confirm. A Grant
of a License or of any other instrument shall include all rights, powers and
options (but none of the obligations) of the Granting party thereunder,
including without limitation the immediate and continuing right to claim,
collect, receive and receipt for payments in respect of a License or any other
payment due thereunder, to give and receive notices and other communications, to
make waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise, and generally to do
and receive anything which the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

            "Gross Receipts": Any and all forms of income or compensation,
whether cash or other, paid on account of or in respect of any of the Assets;
provided, however, that any compensation received in any form other than cash or
negotiable


                                      -5-
<PAGE>

instruments shall not be deemed received until the same has been converted to
cash.

            "Impositions on Rights": Any one or more of the rights of Royalty
and Participation Payees or any other Liens set forth in Exhibit B to the
Contribution agreement with respect to any of the Assets.

            "Indenture": The indenture, dated as of June 29, 1999, between the
Issuer, the Lender and the Servicer, as the same may be amended from time to
time.

            "Independent": When used with respect to any specified Person means
such a Person, who (l) is in fact independent of the Issuer, the member of the
Issuer (the "Related Group") and any other obligor upon the Note, (2) does not
have any direct financial interest or any material indirect financial interest
in the Related Group or in any such other obligor or in any Affiliate of the
member of the Related Group or any such other obligor and (3) is not connected
with any member of the Related Group or any such other obligor or Affiliate as a
relative or an officer, employee, promoter, underwriter, trustee, partner,
advisor, director, or person performing similar functions. Whenever it is herein
provided that any Independent Person's opinion or certificate shall be furnished
under any Loan Document, such Person shall be appointed by a Issuer Order and
such opinion or certificate shall state that the signer has read this definition
and that the signer is Independent within the meaning hereof.

            "Initial Interest Period": With respect to the Initial Payment Date,
the period commencing on the Issue Date to and including the day immediately
preceding the Initial Payment Date.

            "Initial Note principal Balance": The sum of $5,500,000.

            "Initial Payment Date": July 15, 1999.

            "Interest Period": With respect to the Note and as to any Payment
Date, the period from and including the immediately preceding Payment Date (or,
in the case of the Initial Payment Date, from and including the Issue Date) to
and including the day immediately preceding such Payment Date.

            "Investment Value": The fair market value of the Assets on the Issue
Date.

            "Issue Date": June 29, 1999.

            "Issuer": Cakewalk BRE LLC.

            "Issuer Order": A written order or request signed in the name of the
Issuer by its President, or a Vice President, and


                                      -6-
<PAGE>

by its Treasurer, an Assistant Treasurer, Controller, an Assistant Controller,
Secretary, or an Assistant Secretary and delivered to the Servicer.

            "Lender": Entertainment Finance International, LLC, its permitted
successors and assignee.

            "License" or "License Contract": Any or all, as the context may
require, of the license agreements identified on Exhibit A-4 to the Capital
Contribution Agreement, each as amended from time to time.

            "Lien": Any interest in property securing an obligation owed to, or
a claim by, any Person other than the owner of the property, whether such
interest shall be based on the common law, statute or contract, whether or not
such interest shall be recorded or perfected and whether or not such interest
shall be contingent upon the occurrence of some future event or events or the
existence of some future circumstance or circumstances, and including the lien
or security interest arising from a mortgage, encumbrance, pledge, adverse claim
or charge, conditional sale or trust receipt, or from a lease, consignment or
bailment for security purposes.

            "Liquidation Proceeds": The proceeds received by the Servicer upon
and in connection with the enforcement of any element of the Collateral as to
which a default or breach has occurred, all in accordance with the Indenture.

            "Lockbox Account": The meaning ascribed thereto in Section 12.2(c)
of the Indenture.

            "Management Agreement" That certain management agreement, dated as
of June 29, 1999, entered into by and among the Issuer, Cakewalk LLC, as manager
and the Lender, as amended from time to time in accordance with the provisions
thereof.

            "Management Fee": The sum of $130,000 in the months of March, June,
September and December, and the sum of $135,000 in each other calendar month.

            "Manager": Cakewalk LLC, in its capacity as manager under the
Management Agreement.

            "Maturity Date": June 15, 2009.

            "Minimum Reserve Fund Requirement": $460,000.

            "Moody's": Moody's Investors Service, Inc. and its successors.

            "Note": The meaning ascribed thereto in the Preliminary Statement of
the Indenture.


                                      -7-
<PAGE>

            "Note Interest Rate": With respect to each Note, (i) if no Event of
Default exists and is continuing, 10.09% per annum, and (ii) if an Event of
Default exists and is continuing, the Default Rate.

            "Note Principal Balance": With respect to each Note, on any date of
determination thereof, an amount equal to (i) the Initial Note Principal Balance
of such Note as specified on the face thereof, minus (ii) the aggregate of all
principal payments previously made with respect to such Note.

            "Note Principal Payment": For each Payment Date, the principal
portion of the level debt service payment due on such date plus any Principal
Shortfall.

            "Noteholder; Holder": Each holder, from time to time, of an interest
in a Note.

            "Note Register": The meaning specified in Section 3.4 of the
Indenture.

            "Note Registrar": The meaning specified in Section 3.4 of the
Indenture.

            "Officers' Certificate": A certificate signed by two officers, at
least one of whom shall be the President, a Vice President, or the Treasurer, of
the company on whose behalf the certificate is delivered.

            "Operating Agreement": That certain operating agreement of Cakewalk
BRE LLC, dated as of June 4, 1999, entered into by Cakewalk LLC as the sole
member of the Issuer, as amended from time to time in accordance with the
provisions thereof.

            "Opinion of Counsel": A written opinion of counsel who may, except
as otherwise expressly provided in the Indenture, be in-house counsel employed
full-time by the Person (or an Affiliate of such Person) required to deliver the
opinion. Unless otherwise specified, any reference in the Indenture to an
Opinion of Counsel shall be to an Opinion of Counsel for the Issuer, in which
case such counsel shall be Independent of the Issuer.

            "Outstanding": With respect to the Notes, as of the date of
determination, all Notes theretofore authenticated and delivered under the
Indenture except:

                  (i) Notes theretofore canceled by the Note Registrar or
delivered to the Note Registrar for cancellation;

                  (ii) Notes for whose payment money in the necessary amount has
been theretofore irrevocably deposited with the Servicer in trust for the
Holders of such Notes; and


                                      -8-
<PAGE>

                  (iii) Notes in exchange for or in lieu of which other Notes
have been authenticated and delivered pursuant to the Indenture.

            For purposes of determining whether the Holders of the requisite
principal amount of the outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver, Notes owned by the Issuer
or a member of the Related Group or any other obligor upon the Notes or such
other obligor shall be disregarded and deemed not to be outstanding, except
that, in determining whether the Servicer shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, or waiver, only
Notes which the Servicer knows to be so owned shall be so disregarded. Notes so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Servicer the pledgee's right
so to act with respect to such Notes and Servicer the pledgee is not the Issuer
or a member of the Related Group or any other obligor upon the Notes.

            "Payment Date": The 15th day of each month (or if such day is not a
Business Day, the next succeeding Business Day), commencing on the Initial
Payment Date and ending on the Maturity Date.

            "PBGC": The Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

            "Pension Plan": Any "employee pension benefit plan," as such term is
defined in Section 3 of ERISA, in which employees of a Person or any Related
Person are entitled to participate, as from time to time in effect.

            "Percentage Interest": With respect to a Note, the undivided
percentage interest in all the Notes evidenced by such Note, which percentage
interest shall be equal to the initial Note Principal Balance thereof divided by
the aggregate Initial Note Principal Balance of all of the Notes.

            "Person": Any individual, corporation, partnership, limited
liability company, joint venture, joint-stock company, trust (including any
beneficiary thereof), unincorporated association or government or any agency or
political subdivision thereof.

            "Principal Shortfall" As of any Payment Date, the principal payable
on the Notes on all prior Payment Dates less the amount actually paid in respect
of principal on such dates.

            "Proceeding": Any suit in equity, action at law or other judicial
or administrative proceeding.

            "Proceeds": All proceeds of, and all other profits, rentals or
receipts, in whatever form, arising from the


                                      -9-
<PAGE>

collection, sale, lease, exchange, assignment, licensing or other disposition
of, or realization upon, Collateral, including without limitation all claims of
the Issuer against third parties for loss of, damage to or destruction of, or
for proceeds payable under, or unearned premiums with respect to, policies of
insurance in respect of, any Collateral, and any condemnation or requisition
payments with respect to any Collateral, in each case whether now existing or
hereafter arising.

            "Rating Agencies": One or more nationally recognized statistical
rating organizations selected by the Noteholder.

            "Receivables": Amounts payable under or in respect of any of the
Assets.

            "Record Date": The close of business on the last day of the month
preceding the applicable Payment Date, whether or not a Business Day.

            "Redemption Date": The date set for redemption of the Notes pursuant
to the provisions of Section 10.2 of the Indenture.

            "Redemption Price": For purposes of Section 6.2, Section 10.1 and
Section 10.6 of the Indenture, an amount equal to the aggregate Note Principal
Balance of the Outstanding Notes, plus the Yield Maintenance Premium, and
accrued interest thereon to the date of payment.

            "Registered Holder" or "Noteholder": The Person whose name appears
on the Note Register on the applicable Record Date or any other applicable date.

            "Reinvestment Yield": With respect to the Called Principal of any
Note, the yield to maturity implied by (i) the yields reported, as of 10:00 A.M.
(New York City time) on the second Business Day preceding the Settlement Date
with respect to such Called Principal, on the display designated as "Page 500"
on the Dow Jones Markets Service (or such other display as may replace Page 500
on the Dow Jones Markets service) for actively traded U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called Principal
reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial


                                      -10-
<PAGE>

practice and (b) interpolating linearly between (i) the actively traded U.S.
Treasury security with a maturity closest to and greater than the Remaining
Average Life and (ii) the actively traded U.S. Treasury security with a maturity
closest to and less than the Remaining Average Life.

            "Related Group": The meaning set forth in the definition of the term
"Independent".

            "Related Person": Any Person (whether or not incorporated) which is
under common control with any other Person within the meaning of Section 414(c)
of the Internal Revenue Code of 1986, as amended, or of Section 4001(b) of
ERISA.

            "Remaining Average Life": With respect to any Called Principal, the
number of years (calculated to the nearest one-twelfth year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to the
nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

            "Remaining Scheduled Payments": With respect to the Called Principal
of any Note, all payments of such Called Principal and interest thereon that
would be due after the Settlement Date with respect to such Called Principal if
no payment of such Called Principal were made prior to its scheduled due date,
provided that if such Settlement Date is not a date on which interest payments
are due to be made under the terms of the Notes, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement Date
pursuant to Section 3.7 of the Indenture.

            "Reportable Event": Any of the events set forth in Section 4043(b)
of ERISA or the regulations thereunder, a withdrawal from a Pension Plan
described in Section 4063 of ERISA, or a cessation of operations described in
Section 4062(e) of ERISA.

            "Requirement of Law": As to any Person, the certificate of
incorporation and by-laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation, determination or order of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

            "Reserve Fund": The trust account or accounts established and
maintained by the Servicer as such pursuant to Section 12.2(a) of the Indenture.


                                      -11-
<PAGE>

            "Responsible Officer": With respect to a particular matter, any
officer, to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

            "Royalty or Participation Agreements": The licenses and agreements
as amended from time to time described on Exhibit A-3 to the Contribution
Agreement pursuant to which Royalty or Participation Payees are entitled to be
paid royalties on exploitations of certain Assets described therein or otherwise
to receive consideration for payments accruing, payable or paid to the Issuer or
a member of the Related Group in connection with such Assets and any other
agreements, laws or instruments, presently or hereafter in force and effect
under or pursuant to which Royalty or Participation Payees are entitled to be
paid royalties.

            "Royalty and Participation Payee": Any persons, firms or
corporations other than the Issuer or a member of the Related Group entitled,
pursuant to a Royalty or Participation Agreement to be paid a royalty or
otherwise entitled to receive compensation with respect to exploitations of the
Assets or payments accruing, payable or paid to unions, guilds, union pension
funds or other parties entitled to receive "residual" type payments due on
exploitations of the Assets.

            "Rule 144A": The rule of the United States Securities and Exchange
Commission so named.

            "Rule 144A Representation Letter": A letter substantially in the
form of Exhibit C to the Indenture.

            "RYKO Reserve Payment": As to any calendar month, an amount equal to
the sum withheld by RYKO Distribution Partners nine months earlier as a reserve
against future returns, which would have been released during the Collection
Period, whether or not actually released in such calendar month.

            "Sale": The meaning ascribed thereto in Section 6.16 of the
Indenture.

            "Securities Act": The Securities Act of 1933, as amended.

            "Settlement Date": With respect to the Called Principal of any Note,
the date on which such Called Principal is to be prepaid pursuant to Section
10.1 of the Indenture.

            "Servicer": RZO Corporate Administration, Inc., a New Jersey
corporation in its capacity as such under the Servicing Agreement until a
successor Person shall have been appointed in accordance with the Servicing
Agreement and thereafter such successor Person.


                                      -12-
<PAGE>

            "Servicer Expenses": All reasonable and customary administrative and
overhead "out-of-pocket" costs and expenses incurred by the Servicer in the
performance of its servicing and reporting obligations hereunder.

            "Servicer Order" and "Servicer Request": A written order or request
signed in the name of the Servicer by its Chairman of the Board, President or a
Vice President, and by its Treasurer, an Assistant Treasurer, Controller, an
Assistant Controller, Secretary, or an Assistant Secretary and delivered to the
Lender.

            "Servicer Remittance Date": The date three Business Days prior to
the related Payment Date.

            "Servicer Report": The report prepared and delivered by the Servicer
pursuant to Section 3.01 of the Servicing Agreement.

            "Servicer's Office": The principal office of the Servicer which is
located at 110 West 57th Street, New York, New York 10019.

            "Servicing Agreement": That certain servicing agreement, dated as of
June 29, 1999, entered into by and among the Servicer, the Issuer and the
Lender, as amended from time to time.

            "Servicing Fee": The amount computed in accordance with the
provisions of Section 2.10 of the Servicing Agreement plus any portion thereof
remaining unpaid as of a preceding Payment Date.

            "Term Indenture": An indenture providing for the issuance of Term
Notes in order to finance the acquisition of the Notes and similar notes by the
note issuer thereunder.

            "Term Notes": Such notes as may be issued from time to time under a
Term Indenture.

            "Term Trustee": The trustee under the Term Indenture, its successors
and permitted assigns and any substitute trustee appointed in accordance with
the terms of the Term Indenture, and thereafter such successor Person.

            "Transaction Documents": The collective reference to the Indenture,
the Note, the Management Agreement and the Contribution Agreement.

            "UCC": The Uniform Commercial Code as in effect from time to time in
the State of New York; provided that if by reason of mandatory provisions of
law, the perfection or the effect of non-perfection of the Liens on any
Collateral is governed by the Uniform Commercial Code as in effect in a
jurisdiction other than


                                      -13-
<PAGE>

New York, "UCC" means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection
or effect of perfection or non-perfection.

            "Warehouse Indenture": An indenture providing for the issuance of
Warehouse Notes to provide for the funding of the Loan and similar loans.

            "Warehouse Notes": Investor warehouse notes as may be issued by the
Lender from time to time pursuant to the Warehouse Indenture.

            "Warehouse Trustee": The trustee under the Warehouse Indenture, its
successors and permitted assigns and any substituted trustee appointed in
accordance with the terms of the Warehouse Indenture, and thereafter such
successor Person.

            "Withholding Taxes": The meaning set forth in Section 9 of the
Contribution Agreement; and

            "Yield Maintenance Premium": With respect to any Note, an amount
equal to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the amount of
such Called Principal, provided that the Yield Maintenance Premium may in no
event be less than zero.


                                      -14-
<PAGE>

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS AND THE ISSUER HAS NOT
BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT"), AND THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS EXCEPT IN A TRANSACTION THAT IS EXEMPTED UNDER
THE SECURITIES ACT (INCLUDING TRANSFER MADE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT) AND APPLICABLE STATE SECURITIES LAWS.

THE PRINCIPAL OF THIS NOTE IS PAYABLE ON THE PAYMENT DATES AND IN THE AMOUNTS
DESCRIBED HEREIN. ACCORDINGLY, THE OUTSTANDING NOTE PRINCIPAL BALANCE OF THIS
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF AND MAY BE
ASCERTAINED ONLY BY OBTAINING A CONFIRMATION THEREOF FROM THE NOTE REGISTRAR
NAMED HEREIN OR ITS SUCCESSOR.

No. 1                                                     Initial Note Principal
                                                          Balance of the
                                                          Notes: $5,500,000

Senior                                                    Initial Note Principal
                                                          Balance of this Note:
                                                          $5,500,000

                           10.09% ROYALTY-BACKED NOTE
                            ISSUE DATE: June 29, 1999
                          MATURITY DATE: June 15, 2009

            CAKEWALK BRE LLC, a limited liability company duly organized and
existing under the laws of the State of New York (the "Issuer," which term
includes any successor entity under the Indenture referred to below) , for value
received, hereby promises to pay to ENTERTAINMENT FINANCE INTERNATIONAL, LLC, or
registered assigns (the "Lender"), the principal sum of FIVE MILLION FIVE
HUNDRED THOUSAND Dollars ($5,500,000) payable in (i) a payment of interest only
accrued from the Closing Date to, but not including, July 15, 1999 (the "Initial
Payment Date"), payable on the Initial Payment Date, (ii) eleven (11) monthly
payments of interest only commencing on August 15, 1999 and continuing on the
tenth day of each month thereafter to and including June 15, 2000, (iii)
thereafter, one hundred seven (107) equal monthly installments of principal and
interest in the amount of $77,701.07, in each case in the manner set forth in
the Indenture beginning on July 15, 2000, and continuing on the 15th day of each
month thereafter to and including May 15, 2009 and (iv) on June 15, 2009, a
final installment of principal and interest sufficient in amount to repay the
entire unpaid principal balance of this Note; except that if any such 15th day
is not a Business Day, the Business Day immediately following (each a "Payment
Date") . This Note shall bear interest on the outstanding unpaid principal
balance at the rate of 10.09% per annum, determined on

<PAGE>

the basis of a 360 day year of twelve 30-day months; provided, however, that
interest on any amount of principal or interest that is not timely paid when due
shall accrue interest until paid at the rate equal to 2.50% in excess of the
rate set forth above; and, provided further, that if a Default shall have
occurred under, and as defined in, the Indenture, interest shall accrue from
that time forward at the Default Rate until such Default is cured. The interest
and principal so payable on any Payment Date shall, as provided in the
Indenture, be paid to the Person in whose name this Note is registered in the
Note Register on the Record Date for such Payment Date which shall be the close
of business on the last day of the month prior to such Payment Date (whether or
not a Business Day)

            The principal of and interest on this Note are payable by check
payable to the Person whose name appears as the Registered Holder of this Note
on the Note Register on the Record Date for the Payment Date, or, under
circumstances specified in the Indenture, by wire transfer in immediately
available funds to the account specified in writing by such Registered Holder at
least ten (10) Business Days prior thereto or as otherwise provided in the
Indenture, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts. Funds
represented by checks returned undelivered shall be held for payment to the
Person entitled thereto, subject to the terms of the Indenture, at the office or
agency in the United States of America designated as such by the Issuer for such
purpose pursuant to the Indenture.

            This Note is one of a duly authorized issue of Notes of the Issuer
designated as its Royalty-Backed Notes (herein called the "Notes") issued under
an Indenture, dated as of June 29, 1999 (herein called the "Indenture"), between
the Issuer, Entertainment Finance International, LLC, as lender (the "Lender")
and RZO Corporate Administration, Inc., as servicer (the "Servicer"), to which
Indenture reference is hereby made for a statement of the respective rights
thereunder of the Issuer, the Lender, the Servicer and the Holders of the Notes,
and the terms upon which the Notes are, and are to be, delivered. All terms used
in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture. Certain provisions of the Indenture are described in
this Note. The Note shall govern in the event that the provisions of the
Indenture are inconsistent herewith.

            As provided in the Indenture, the Notes are secured by, among other
things, certain royalty payments and related assets having an Investment Value
(as defined in the Indenture) in excess of 100% of the Initial Note Principal
Balance of the Notes and by certain other collateral (the "Collateral")
described in the Indenture. The Notes are equally and ratably secured by the
Collateral pledged therefor to the extent provided by the Indenture.


                                       -2-
<PAGE>

            Unless earlier declared due and payable by reason of an Event of
Default, the Notes are payable only at the time and in the manner provided in
the Indenture and are not redeemable or prepayable at the option of the Issuer
before such time except that the Notes shall be redeemable at the option of the
Issuer in whole, but not in part, on any Payment Date. The Notes shall be
redeemed at a redemption price equal to the aggregate Outstanding Note Principal
Balance thereof, plus accrued interest thereon through the redemption date, plus
any applicable premium payable thereon pursuant to this Indenture. If an Event
of Default (as defined in the Indenture) shall occur and be continuing, the
principal of all the Notes may become or be declared due and payable in the
manner and with the effect provided in the Indenture.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Note
Register of the Issuer, upon surrender of this Note for registration of transfer
at the office or agency of the Servicer in the United States of America, duly
endorsed by, or accompanied by a written instrument of transfer in form and
content satisfactory to the Issuer and the Servicer duly executed by, the Holder
hereof or its attorney duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same aggregate Initial Note
Principal Balance, shall be issued to the designated transferee or transferees.

            Prior to due presentment for registration of transfer of this Note,
the Issuer, the Servicer and any agent of the Issuer or the Servicer may treat
the Person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes
whether or not this Note be overdue, and neither the Issuer, the Servicer, nor
any such agent shall be affected by notice to the contrary.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Lender. The Indenture also contains
provisions permitting the Lender to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults and their consequences
under the Indenture. Any such consent or waiver by the Lender shall be
conclusive and binding upon the Lender and upon all future holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.

            The Notes are issuable only in registered form without coupons in
such authorized denominations as provided in the Indenture and subject to
certain limitations therein set forth. The Notes are exchangeable for Notes of a
like Initial Note


                                       -3-
<PAGE>

Principal Balance of a different authorized denomination, as requested by the
Holder surrendering same.

            This Note and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York without reference to its
conflicts of laws rules.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note in
accordance with the Indenture at the times, place and rate, and in the coin or
currency, herein prescribed.


                                       -4-
<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its President or a Vice President.


                                       By: CAKEWALK BRE LLC


                                           By: /s/ Robert Miller
                                               ---------------------------------
                                           Name: Robert Miller
                                           Title: Chief Executive
                                                  Officer and President


                                       -5-