<PAGE>
                                                                   Exhibit 10.14


                                                                  EXECUTION COPY

                                                        CONFIDENTIAL INFORMATION

================================================================================

                                  CAKEWALK LLC

                                       and

                                CAKEWALK BRE LLC

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

                         CAPITAL CONTRIBUTION AGREEMENT

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

                               Dated June 29, 1999

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

                                                                            Page
                                                                            ----

Section 1.  Closing Date ...................................................  1
Section 2.  Definitions ....................................................  1
Section 3.  Warranties, Representations, Covenants and Agreements ..........  1
Section 4.  Conveyance .....................................................  7
Section 5.  Procedures With Respect to Contract Assets .....................  7
Section 6.  Conveyance and the Membership Interests ........................  7
Section 7.  Certificates and Opinions; Additional Documents and Power
            of Attorney ....................................................  8
Section 8.  Actions ........................................................  9
Section 9.  Withholding ....................................................  9
Section 10. Indemnity ......................................................  9
Section 11. Notices ........................................................ 10
Section 12. Entire Agreement ............................................... 11
Section 13. Miscellaneous .................................................. 11
Section 14. Assignment and Delegation ...................................... 12
Section 15. Recharacterization ............................................. 13
Section 16. Nonpetition Covenant ........................................... 13
<PAGE>

                                LIST OF EXHIBITS

Appendix A: Standard Definitions

Exhibit A: Description of Assets
    Exhibit  A-1:       Masters
    Exhibit  A-2:       Restricted Assets
    Exhibit  A-3:       Royalty or Participation Agreements
    Exhibit  A-4        Licenses
    Exhibit  A-5        Other Assets

Exhibit   B:  Impositions on Rights
Exhibit   C:  List of Advanced Payments
Exhibit   D:  Form of Assignment of Rights
Exhibit   E:  Form of Letter of Direction
<PAGE>

            This CAPITAL CONTRIBUTION AGREEMENT (the "Agreement"), is dated June
29, 1999 and is between CAKEWALK LLC ("Cakewalk LLC"), a Delaware limited
liability company and CAKEWALK BRE LLC, a New York limited liability company
(the "Company").

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

            Cakewalk LLC desires to contribute valuable assets to the Company in
return for the Membership Interests of the Company as set forth in the Operating
Agreement, dated as of June 4, 1999, executed by Cakewalk LLC establishing and
governing the Company (the "Operating Agreement") and the Company wishes to
accept such assets;

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

            Section 1. Closing Date. The "Closing Date" shall be the date
hereof. On the Closing Date, the Company shall acquire from Cakewalk LLC, and
Cakewalk LLC shall transfer to the Company as a contribution of assets in
exchange for the Membership Interest under Section 721 of the Code, subject to
any applicable Impositions on Rights, the Assets described in Exhibit A hereto.

            Section 2. Definitions. All capitalized terms used, but not defined,
herein shall have the meanings specified in the Standard Definitions set forth
in Appendix A hereto.

            Section 3. Warranties, Representations, Covenants and Agreements. On
and as of the date of this Agreement and the Closing Date (if not the same),
Cakewalk LLC warrants, represents, covenants and agrees as follows:

      I.    With respect to Cakewalk LLC:

            a. Cakewalk LLC has the power, capacity and authority to enter into,
      execute and implement this Agreement fully, and Cakewalk LLC has performed
      and fulfilled and shall perform and fulfill all of the obligations
      required to be performed or fulfilled by Cakewalk LLC under this Agreement
      as and when required under this Agreement;

            b. Subject to the Impositions on Rights described in Exhibit B
      hereto, Cakewalk LLC is the sole and exclusive owner of the Assets owned
      by it, as applicable, free and clear of any claims, demands, actions or
      other encumbrances by any person, firm or corporation, and Cakewalk LLC's
      transfer of the Assets owned by it, as applicable, to the Company shall
      vest in the Company full marketable title in and to all such Assets, free
      and clear of all claims, demands, actions or other encumbrances, in each
      case, other
<PAGE>

      than the Impositions on Rights or as otherwise set forth in this
      Agreement;

            c. Cakewalk LLC shall make available or has made available to the
      Company for the Company's inspection and evaluation all such Assets no
      later than the Business Day prior to the Closing Date;

            d. (i) Promptly upon Cakewalk LLC's receipt of any Gross Receipts
      after the Closing Date (but in no event later than two (2) Business Days
      after receipt thereof), Cakewalk LLC shall account for and pay to the
      Company the aggregate amount of such Gross Receipts and Cakewalk LLC
      shall, immediately upon Cakewalk LLC's receipt thereof, deliver to the
      Company the original copies of all accounting statements and other
      documents received by or on behalf of Cakewalk LLC relating to such Gross
      Receipts;

            (ii) Cakewalk LLC hereby irrevocably constitutes, authorizes,
      empowers and appoints the Company as Cakewalk LLC's true and lawful
      attorney (with full power of substitution and delegation), in Cakewalk
      LLC's name and in such Cakewalk LLC's place and stead, or in the Company's
      name, which power shall be irrevocable and is coupled with an interest, to
      take such action, and to sign, endorse, execute, deposit and disburse, in
      such Cakewalk LLC's name or otherwise, all checks and other payments
      consisting entirely of Gross Receipts which the Company is entitled to
      receive after the Closing Date in accordance with the terms and conditions
      hereof;

            e. Cakewalk LLC has complied with the terms and conditions of all
      the Royalty or Participation Agreements, Licenses and all other agreements
      and licenses constituting the Assets or to which any of the Assets are
      subject through the Closing Date;

            f. Cakewalk LLC shall not from and after the date of this Agreement
      enter into or execute any agreements or licenses for any exploitation of
      any Assets except (i) as to any portion of the Assets which is repurchased
      by Cakewalk LLC pursuant to Section 10(b) hereof or (ii) pursuant to the
      Management Agreement;

            g. This Agreement constitutes the legal, valid and binding
      obligation of Cakewalk LLC enforceable against Cakewalk LLC in accordance
      with its terms except as the enforceability hereof and thereof may be
      limited by bankruptcy, insolvency, moratorium, reorganization and other
      similar laws of general application affecting creditors' rights generally
      and by general principles of equity (whether such enforceability is
      considered in a proceeding in equity or at law);


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<PAGE>

            h. The execution, delivery and performance of this Agreement by
      Cakewalk LLC and all other agreements and instruments executed and
      delivered or to be executed and delivered pursuant hereto and the
      fulfillment of the terms hereof and thereof are legal and will not (i)
      conflict with, or result in a breach of any of the provisions of, or
      constitute a default under, any of the provisions of any indenture,
      mortgage, deed of trust, contract, agreement, charter instrument, by-law
      or other instrument to which Cakewalk LLC is a party or by which Cakewalk
      LLC or Cakewalk LLC's property is bound, or (ii) result in the creation or
      imposition of any lien upon any of the properties or Assets of Cakewalk
      LLC pursuant to the terms of any such indenture, mortgage, deed of trust,
      contract, agreement, charter instrument, by-law or other instrument;

            i. There is no pending action, suit, proceeding or investigation,
      including but not limited to any such proceeding or investigation
      resulting from the ownership or use of any of the Assets, against or
      affecting Cakewalk LLC before any court, administrative agency, arbitrator
      or governmental body or, to the best knowledge of Cakewalk LLC any
      threatened action or proceeding, including but not limited to any such
      proceeding or investigation resulting from the ownership or use of any of
      the Assets, against or affecting Cakewalk LLC before any of the foregoing
      which, if decided adversely to Cakewalk LLC, would materially affect (i)
      the condition (financial or otherwise), business, properties, prospects,
      profits or operations of Cakewalk LLC, or (ii) the Company's ability to
      enforce its interest in the Assets as contemplated hereunder. Cakewalk LLC
      is not subject to any order of any court, governmental authority or agency
      or arbitration board of tribunal;

            j. No consent, approval, authorization, order of, or filing,
      registration, qualification with any court or other governmental authority
      in respect of Cakewalk LLC is necessary or required in connection with the
      authorization, execution, delivery or performance by Cakewalk LLC of this
      Agreement or any of the other documents or transactions contemplated
      hereby;

            k. Cakewalk LLC will comply in all material respects with all
      requirements of law applicable to Cakewalk LLC relating to the performance
      of its obligations under this Agreement;

            l. Neither as a result of the transactions contemplated by this
      Agreement nor immediately before or after any such transactions, will
      Cakewalk LLC be insolvent or have unreasonably small capital for the
      payment of his obligations. Both immediately before and after the sale of
      the Assets contemplated by this Agreement: (a) the fair salable value of
      Cakewalk LLC's Assets will be in excess of the amount that will be
      required to pay Cakewalk LLC's


                                      -3-
<PAGE>

      probable liabilities as they then exist and as they become absolute and
      matured; and (b) the sum of Cakewalk LLC's assets (valued at their fair
      salable value), will be greater than the sum of such Cakewalk LLC's debts;

            m. In the event that title to any Asset shall revert to Cakewalk
      LLC, for whatever reason other than pursuant to the provisions of Section
      10(b) hereof, Cakewalk LLC acknowledges that, notwithstanding such
      transfer, the Company is entitled to receive in respect of such Assets,
      amounts not less than the amounts it was entitled to receive had it
      continued to hold title to such Asset, and Cakewalk LLC covenants to
      distribute or cause the distribution of such amounts to the Company;

            n. Cakewalk LLC will treat or will cause Cakewalk LLC's accountants
      to treat the conveyance of the Assets hereunder as a contribution to the
      capital of the Company and not as a secured loan for financial reporting
      purposes or for federal, state and local income, property and sales tax
      purposes. Any financial statements of Cakewalk LLC will contain adequate
      disclosure that any creditors of Cakewalk LLC will have no direct interest
      in the Assets;

            o. At present and continuously since its formation, (i) the managers
      of Cakewalk LLC have an office at 250 West 57th Street, New York, New York
      10107, and (ii) Cakewalk LLC's chief executive office is at 250 West 57th
      Street, New York, New York 10107; and

            p. Each of the Warrant, Warrant Subscription Agreement, and the
      Registration Rights Agreement has been duly authorized, executed and
      delivered by Cakewalk LLC and constitutes a valid, legal and binding
      agreement of Cakewalk LLC, and remains in full force and effect.

      II.   With respect to the Assets:

            a. No right, title or interest in and to any Assets which have been
      contributed pursuant to this Agreement shall revert at any time prior to
      June 29, 2015, for any reason, to any person, firm or corporation other
      than the Company;

            b. Except for the Impositions on Rights, no liens (including
      federal, state and local income tax liens), claims, demands, actions or
      other encumbrances exist regarding any one (1) or more of the Assets by
      any person, firm or corporation;

            c. Each Master is original and is capable of copyright protection
      throughout the world in accordance with applicable copyright law;

            d. No monies or other contingent compensation shall be payable by
      the Company after the Closing Date to any


                                      -4-
<PAGE>

      person, firm or corporation on exploitations of the Assets prior to the
      Closing Date;

            e. Except for the Impositions on Rights, Cakewalk LLC has not
      pledged, hypothecated, transferred, conveyed, granted or assigned to any
      person, firm or corporation other than the Company any Assets or any
      right, title, interest or contingent interest in or to any Assets which
      remains in full force and effect on the date hereof;

            f. The execution and implementation of this Agreement shall not
      result in the breach of any conditions or constitute a default (with or
      without notice or the lapse of time, or both) under any license or
      agreement constituting a portion of the Assets or to which any of the
      Assets are subject. Neither Cakewalk LLC nor any person, firm or
      corporation associated with or deriving rights through or from Cakewalk
      LLC, is in breach or is in default of any applicable agreement
      constituting a portion of the Assets or to which any of the Assets are
      subject on the date of execution of this Agreement;

            g. No advances or other charges heretofore made or received by
      Cakewalk LLC in connection with the Assets remain recoupable at any time
      from and after the Closing Date from any Gross Receipts earned at any time
      before or after the date of this Agreement, except as listed on Exhibit C
      attached hereto;

            h. The Company's exercise of any of the rights, licenses, privileges
      and properties regarding the Assets or the Company's right, title and
      interest in and to the Assets, as of the Closing Date does not and shall
      not violate or infringe on any common law or statutory rights of any
      person, firm or corporation, including, without limitation, contractual
      rights, copyrights, rights of privacy and rights of publicity, but is
      subject, at all times, to the Impositions on Rights, and as of the Closing
      Date comply with all applicable laws and regulations;

            i. Except as required under any Impositions on Rights and as
      otherwise expressly provided in this Agreement, the Company shall not be
      required to account for or pay to any person, firm or corporation any
      royalties or other consideration for entering into and executing this
      Agreement or as an advance or as a recoupment of any advance, fee or loan
      made in connection with or under a License or Royalty or Participation
      Agreement. Moreover, without limiting the generality of the foregoing, the
      Company shall not be required to account for and pay royalties on
      exploitations of the Assets other than as may be required under or in
      connection with the Transaction Documents and any Impositions on Rights;


                                      -5-
<PAGE>

            j. No filings with, notices to or licenses, permits, consents,
      authorizations, qualifications, orders or other approvals of any court or
      other governmental regulatory body or of any other person, firm,
      corporation or other entity are necessary in connection with Cakewalk
      LLC's entering into, executing and implementing this Agreement fully.
      Without limiting the generality of the foregoing, Cakewalk LLC's
      assignment and transfer of the Assets to the Company under this Agreement
      are not subject to the provisions of the Uniform Commercial Code relating
      to bulk transfers;

            k. All of the information set forth in the exhibits and schedules
      attached hereto is complete and accurate in all material respects. No
      information supplied in writing by, or on behalf of, Cakewalk LLC in
      connection with the transactions contemplated by this Agreement, in each
      case as of the Closing Date, contains any untrue statement of a material
      fact or omits a material fact necessary to make the statements contained
      therein or herein not misleading. There is no fact peculiar to Cakewalk
      LLC, any Asset conveyed by Cakewalk LLC hereunder or other Person which
      Cakewalk LLC has not disclosed to the Company in writing which materially
      affects adversely nor, so far as such Person, as applicable, can now
      reasonably foresee, will materially affect adversely the financial
      condition, affairs or prospects of, or the ability of, Cakewalk LLC to
      perform the transactions contemplated by this Agreement;

            l. All documents, materials and information included in the Assets
      are accurate and complete and are in full force and effect in accordance
      with the provisions thereof and shall not be subject to any reversion or
      default as a result of this Agreement. No License is a Defaulted License.
      Cakewalk LLC agrees to notify each licensee under a License to which
      Cakewalk LLC is a party of the transfer hereunder promptly after the
      Closing Date;

            m. The Company's receipt or inspection of the Licenses and the
      Royalty and Participation Agreements shall not constitute notice to the
      Company of any default or defect in or limitation on the right of Cakewalk
      LLC to enter into, execute or implement this Agreement fully or in any
      right, title or interest acquired by the Company in or to the Assets
      hereunder, and shall not limit, restrict or waive any warranties,
      representations, covenants or agreements made by Cakewalk LLC in this
      Agreement or any of the right, title or interest acquired by the Company
      from Cakewalk LLC in and to the Assets; and

            n. Except as listed in Exhibit A-2, with respect to each Contract
      Asset, all required consents, assignment and/or assumption agreements or
      notices, if any, have been obtained or delivered in the manner required by
      such Contract Asset.


                                      -6-
<PAGE>

            Section 4. Conveyance. Effective on the Closing Date, Cakewalk LLC
hereby irrevocably transfers, contributes and assigns to the Company Cakewalk
LLC's ownership interest in and to all of the Assets, including, without
limitation, the following rights and interests, but subject, in all cases, to
the Impositions on Rights:

            a. From and after the Closing Date, the sole and exclusive right
      throughout the world and the universe to receive and collect any and all
      Gross Receipts regardless of when earned and payable and accruing under
      the Contract Assets before or after the date of this Agreement, that are
      paid on or after the Closing Date;

            b. The sole and exclusive right throughout the world and the
      universe to possess, retain and exploit, in perpetuity, in any manner or
      media, any and all other rights (including merchandising rights) now or
      hereafter existing in all Assets; and

            c. The sole and exclusive right to receive all proceeds of the
      Contract Assets and to amend, modify, extend or terminate any of such
      assets in the Company's own name.

            Section 5. Procedures With Respect to Contract Assets. On the
Closing Date, Cakewalk LLC shall deliver to the Company a fully-executed,
original counterpart of each Contract Asset (or executed copy thereof) which it
is contributing hereunder, together with all amendments and modifications
thereto, which Cakewalk LLC hereby certifies to be true, complete and correct.
If any matter arising under any Contract Asset is in dispute between the parties
thereto, Cakewalk LLC shall also deliver to the Company a statement describing
the nature of such dispute and the status thereof as of the Closing Date.

            Section 6. Contribution and the Membership Interests. In return for
the contribution of the Assets to the capital of the Company, Cakewalk LLC shall
receive (i) the Membership Interests identified in the Operating Agreement
allocable to Cakewalk LLC, and simultaneously with such issuance Cakewalk LLC
shall be admitted to the Company as a member, and (ii) cash equal to Cakewalk
LLC's pro rata share (in accordance with such Cakewalk LLC's Membership
Interests) of the proceeds of the issuance of securities under the Indenture
less (A) Cakewalk LLC's pro rata share of the amount of expenses relating to the
issuance of securities under the Indenture, and (B) Cakewalk LLC's pro rata
share of any reserves required to be established under the Indenture.

            It is the express intent of the parties hereto that the
contributions set forth in this Section 6 be characterized as tax-free capital
contributions within the meaning of Section 721 of the Code, and that the
related cash distributions not be treated as part of a disguised sale of the
Assets to the Partnership, but rather be characterized, for tax purposes, as a


                                      -7-
<PAGE>

borrowing against the Assets within the meaning of Sections 1.707-5(b) and
1.707-5(f) (Ex. 11) of the Treasury Regulations.

            Section 7. Certificates and Opinions; Additional Documents and Power
of Attorney.

            a. On the Closing Date and together with delivery of the Assets,
      Cakewalk LLC shall deliver to the Company fully executed closing
      certificates and opinions of counsel in form and substance reasonably
      satisfactory to the Company.

            b. Immediately after the Company's request therefor, Cakewalk LLC
      shall execute and deliver to the Company any and all documents deemed
      reasonably necessary or reasonably desirable by the Company to evidence or
      effectuate the provisions or intent of this Agreement fully as well as any
      forms specified under the Uniform Commercial Code or similar legal scheme
      under applicable law requested by the Company. Specifically, without
      limiting the generality of the foregoing, Cakewalk LLC shall, no later
      than the Closing Date, execute and deliver to the Company the assignment
      of rights attached hereto as Exhibit D and the letter of direction in
      substantially the form attached hereto as Exhibit E.

            c. Cakewalk LLC irrevocably constitutes, authorizes, empowers and
      appoints the Company as Cakewalk LLC's true and lawful attorney (with full
      power of substitution and delegation), in Cakewalk LLC's name and in
      Cakewalk LLC's place and stead, or in the Company's name, to take such
      action, and to make, execute, acknowledge and deliver any and all
      instruments or documents which the Company at any time deems necessary or
      desirable to vest in the Company, its successors and assigns, all of the
      right, title and interest in and to the Assets which are granted to the
      Company hereunder or which the Company from time to time deems necessary
      or desirable to effectuate or evidence the provisions of this Agreement
      fully. Such power being coupled with an interest is irrevocable.

            d. On the Closing Date and together with delivery of the Assets,
      Cakewalk LLC shall deliver to the Company a fully executed copy of a
      letter of direction to the payor under the Licenses and Royalty or
      Participation Agreements, as applicable, as set forth or described in
      Exhibit E.

            Section 8. Actions. The Company shall have the exclusive right to
take such action as it deems necessary, either in Cakewalk LLC's name, in the
Company's name or in both names, against any party to protect all rights and
interests acquired by the Company hereunder. Cakewalk LLC shall cooperate fully
with the Company in any controversy that may arise or litigation which may be
brought concerning the Company's rights and interests hereunder. The Company
shall have the right, in its discretion, to employ attorneys and to institute or
defend against any claim, demand, action or proceeding, whether for infringement
of


                                      -8-
<PAGE>

copyright or otherwise, and to take any other necessary steps to protect the
right, title and interest of the Company in and to each Asset and, in connection
therewith, to settle, compromise or in any other manner dispose of any such
claim, action or proceeding and to satisfy or collect on any judgment which may
be rendered.

            Section 9. Withholding. The Company shall be entitled to deduct and
withhold taxes, deductions, charges or withholdings, and all liabilities with
respect thereto ("Withholding Taxes") from the amounts payable to Cakewalk LLC
hereunder (with any amount so deducted and withheld treated as a payment in
respect of the amounts due to Cakewalk LLC hereunder), but only if and to the
extent that such deduction or withholding is required by applicable law. The
Company shall make a good-faith estimate of the amount of Withholding Taxes that
are required by applicable law to be deducted and withheld from the amounts
described in Section 6, if any, and shall deduct, withhold and pay over such
amount of Withholding Taxes to the appropriate taxing authority in a timely
manner. The Company shall be entitled to deduct and withhold Withholding Taxes
from the amounts payable to the members hereunder.

            Section 10. Indemnity.

            a. Cakewalk LLC indemnifies, saves and holds the Company, its
      successors and assigns, and its members and its and their respective
      officers, fiduciaries, employees and agents, harmless from any and all
      liability, claims, demands, loss and damage (including, without
      limitation, reasonable attorneys' fees and court costs) arising from (i)
      the fact that Cakewalk LLC shall have failed to perform Cakewalk LLC's
      obligations hereunder as and when due or shall have failed to perform such
      its obligations under an Asset conveyed hereunder, (ii) or the fact that
      any representation or warranty made by Cakewalk LLC in this Agreement
      proves to be or to have been false or materially incorrect, or (iii) any
      liability of the Company for taxes, interest, penalties or additions to
      tax in respect of any failure by the Company to deduct and withhold
      Withholding Taxes. Cakewalk LLC shall reimburse the Company, on demand,
      for any loss, cost, expense or damage to which the foregoing indemnity
      applies. The Company shall notify Cakewalk LLC promptly of any claim,
      demand or action covered by the Cakewalk LLC's foregoing indemnity, and if
      appropriate, Cakewalk LLC shall have the right, at Cakewalk LLC's expense,
      to participate in the defense of any such claim, demand or action with
      counsel of Cakewalk LLC's choice.

            b. The representations, warranties and covenants set forth in
      Section 3 of this Agreement and in any instrument delivered pursuant to
      this Agreement, with respect to each of the Assets conveyed hereunder,
      shall survive the Closing and the consummation of the transactions
      contemplated by this Agreement. Upon discovery by the Company or Cakewalk


                                      -9-
<PAGE>

      LLC that any of such representations or warranties was incorrect as of the
      time made, the party making such discovery shall give prompt notice of
      such discovery to the other. In the event any defect, misrepresentation or
      omission with respect to any such Asset adversely affects the interests of
      the Company, Cakewalk LLC shall eliminate or cure the circumstance or
      condition causing the defect within 60 days of the earlier of Cakewalk
      LLC's or the Company's discovery thereof or Cakewalk LLC's receipt of
      notice thereof, or shall repurchase such Asset within ten (10) Business
      Days after the expiration of such GO-day period at the applicable CP
      Price. The Company shall direct Cakewalk LLC to pay such purchase price in
      accordance with Section 12.3 of the Indenture and cause such asset to be
      conveyed to Cakewalk LLC, or as they may direct pursuant to Section 12.3
      of the Indenture. The Company hereby acknowledges and agrees that Cakewalk
      LLC's purchase of any Asset as provided hereinabove shall constitute the
      sole remedy of the Company with respect to any such defect,
      misrepresentation or omission.

            Section 11. Notices. The addresses of the Company and Cakewalk LLC
for all purposes of this Agreement are set forth below, until notice of a
different address is received by the party notified of that different address.
All notices from one party to the other party shall be sent to the other party's
address by certified or registered mail (return receipt requested) or by
facsimile transmission (or the equivalent transmission providing written
confirmation of receipt at the facsimile number of the addressee), all charges
prepaid. The date of mailing or transmittal by facsimile (or the equivalent
transmission providing written confirmation of receipt at the facsimile number
of the addressee) in accordance with the foregoing provision shall be the
effective date of notice, except for notices of a different address.

The Company                            Cakewalk LLC
-----------                            ------------
CAKEWALK BRE LLC                       Cakewalk LLC
250 West 57th Street                   250 West 57th Street
New York, New York 10107               New York, New York 10107
Attn: Robert Miller                    Attn: Robert Miller

with a copy to:                        with a copy to:

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

            Section 12. Entire Agreement. This Agreement supersedes any and all
prior negotiations, understandings and


                                      -10-
<PAGE>

agreements between the parties hereto with respect to the subject matter hereof.
Each of the parties acknowledges and agrees that neither party has made any
representations or promises in connection with this Agreement or the subject
matter hereof not contained herein.

            Section 13. Miscellaneous.

            a. This Agreement may not be canceled, altered, modified, amended or
      waived, in whole or in part, in any way, except by an instrument in
      writing signed by the party sought to be bound. The waiver by either party
      of any breach of this Agreement in any one (1) or more instances shall in
      no way be construed as a waiver of any subsequent breach of this Agreement
      (whether or not of a similar nature). If any part of this Agreement shall
      be held to be void, invalid or unenforceable, it shall not affect the
      validity of the balance of this Agreement unless essential to the intended
      purpose of this Agreement;

            b. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF
      NEW YORK AND ITS VALIDITY, CONSTRUCTION AND EFFECT SHALL BE GOVERNED BY
      THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS WHOLLY
      PERFORMED THEREIN. THE VENUE FOR ANY AMOUNT, SUIT OR PROCEEDING ARISING
      FROM OR BASED UPON THIS AGREEMENT SHALL BE THE APPROPRIATE STATE AND
      FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK.
      ACCORDINGLY, THE COMPANY AND CAKEWALK LLC AGREE THAT ANY ACTION, SUIT OR
      PROCEEDING ARISING FROM OR BASED ON THIS AGREEMENT SHALL BE COMMENCED IN
      AND DETERMINED BY THOSE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN
      THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK; THE PARTIES HEREBY WAIVE
      ANY OBJECTION TO THE PROPRIETY OR CONVENIENCE OF VENUE IN SUCH COURTS OR
      TO THE JURISDICTION OF THE COURTS OVER EITHER PARTY AND AGREE THAT ANY
      JUDGMENT ENTERED THEREIN MAY BE ENFORCED WITH NO FURTHER DEFENSE OR OFFSET
      IN ANY JURISDICTION IN WHICH THE DEFENDANT IS A CITIZEN, RESIDES OR OWNS
      PROPERTY;

            c. This documentation of the Agreement shall not be binding upon the
      Company until signed by an authorized signatory of the Company;

            d. If any action, suit or proceeding arising from or based upon this
      Agreement is commenced by either party hereto against the other, the
      prevailing party shall be entitled to recover from the other party its
      reasonable attorneys' fees in connection therewith in addition to the
      other costs of that action, suit or proceeding;

            e. The headings of paragraphs or other divisions hereof are inserted
      only for the purpose of convenience and reference. Such headings shall not
      be deemed to govern, limit, modify or in any other manner affect the
      scope, meaning or intent of the provisions of this Agreement or any


                                      -11-
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      part thereof, and they shall not otherwise be given any legal effect;

            f. No action taken pursuant to this Agreement, including, without
      limitation, the execution hereof or any investigation or evaluation by or
      on behalf of either of the Company or Cakewalk LLC, shall constitute a
      waiver by the Company or Cakewalk LLC of compliance with any warranty,
      representation, covenant or agreement set forth in this Agreement;

            g. If one or more of the provisions of this Agreement shall be for
      any reason whatever held invalid, such provisions shall be deemed
      severable from the remaining covenants, agreements and provisions of this
      Agreement and shall in no way affect the validity or enforceability of
      such remaining provisions, the rights of any parties hereto. To the extent
      permitted by law, the parties hereto hereby waive any provision of law
      which renders any provision of this Agreement prohibited or unenforceable
      in any respect;

            h. All provisions of this Agreement shall be binding upon and inure
      to the benefit of the respective successors and permitted assigns of the
      parties hereto; and

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

            Section 14. Assignment and Delegation.

            a. The Company shall have the right to assign this Agreement or any
      of the Company's rights or Assets hereunder, in whole or in part, to any
      person, firm or entity.

            b. Cakewalk LLC shall not assign any rights or delegate any
      obligations of Cakewalk LLC hereunder. Cakewalk LLC acknowledges that the
      rights of the Company hereunder will be assigned to the Lender under the
      Indenture for the benefit of the holders of the Notes.

            c. The rights and obligations provided in this Agreement shall inure
      to the benefit of and be binding upon the permitted assigns of the Company
      and successor(s)-in-interest to each of the Company and Cakewalk LLC.

            Section 15. Recharacterization. It is the express intent of the
parties hereto that the conveyance of the Assets by Cakewalk LLC to the Company
be, and is treated as, a contribution to the capital of the Company. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge of the Assets by Cakewalk LLC to the Company to secure a debt or other
obligation of Cakewalk LLC. However, in the event that, notwithstanding the
intent of the parties, the Assets are held by


                                      -12-
<PAGE>

a court to continue to be property of Cakewalk LLC and the distribution by the
Company of any portion of the proceeds of the Notes to Cakewalk LLC are held by
such court to represent a loan to Cakewalk LLC by the Company, then (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
the applicable Uniform Commercial Code; and (b) the transfer of the Assets
provided for herein shall be deemed to be a grant by Cakewalk LLC to the Company
of, and Cakewalk LLC does hereby grant to the Company a security interest in all
of Cakewalk LLC's right, title and interest in and to the Assets and all
proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property. Any assignment of the interest
of the Company shall also be deemed to be an assignment of any security interest
created hereby. Cakewalk LLC and the Company shall, to the extent consistent
with this Agreement, take such actions as may be necessary, including, without
limitation, filing all applicable UCC financing statements without need of
signatures of the parties to the extent allowed by law, to ensure that, if this
Agreement is deemed to create a security interest in the Assets, such security
interest would be deemed to be a perfected security interest of first priority
under applicable law and will be maintained as such through the term of this
Agreement.

            Section 16. Nonpetition Covenant. None of the parties hereto shall
petition or otherwise invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Company under any
federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Company or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Company.


                                      -13-
<PAGE>

            IN WITNESS WHEREOF, the Company and Cakewalk LLC have executed this
Agreement the day and year first above written.


                                    CAKEWALK LLC


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


                                    CAKEWALK BRE LLC


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