Amendment No. 1 ("Amendment No. 1") to Employment Agreement
("Employment Agreement") made as of the 1st day of July, 1997, by and among John
Leffler Music, Inc. d/b/a Rave Music Group, Inc. having offices at 53 West 23rd
Street, New York, NY 10010, (the "Company"), Paradise Music Entertainment, Inc.
("Paradise") and JOHN LOEFFLER, an individual with an address at 53 West 23rd
Street, New York, New York (the "Executive"). The Company and Paradise are
sometimes collectively referred to herein as the "Employer."

            The parties hereto wish to amend the Employment Agreement in the
following respects:

            1.    Except as otherwise provided in this Amendment No. 1, the
                  terms used herein shall have the same meaning as the meaning
                  set forth in the Employment Agreement.

            2.    The effective date of Amendment No. 1 shall be July 1, 1997.

            3.    Section 4 (a)(v) of the Employment Agreement shall be amended
                  by deleting the first sentence thereof and substituting the
                  following:

                        "Any amounts which are deemed to be Loans to the
                  Executive (as computed in accordance with subsection (ii)
                  above) shall be repayable by the Executive to the Paradise as
                  follows: (x) 25% of the principal amount of the Loan at the
                  end of each of the first and second fiscal years following the
                  fiscal year on which the Loan occurred and (y) the remaining
                  principal balance of the Loan at the end of the third fiscal
                  year following the fiscal year in which the Loan occurred.

            4.    The third sentence of Section 4(b) of the Employment Agreement
                  shall be amended by deleting it in its entirety and
                  substituting the following therefor:

                        "For purposes hereof, the term "extraordinary items"
                  shall mean all expenses (in the aggregate amount of $10,000 or
                  more) incurred by Paradise outside the normal course of
                  business that are determined in the sole discretion of the
                  Compensation Committee of the Board of Directors of Paradise
                  to be extraordinary items for purposes of this Section 4(b).

            5.    The Employment Agreement as amended by this Amendment No. 1
                  shall
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                  remain in full force and effect.

      IN WITNESS WHEREOF, the parties have set their hands and seals on and as
of the day and year first above written.

                               PARADISE MUSIC & ENTERTAINMENT, INC.


                               By:
                                  ----------------------------------------------
                                   Name:
                                   Title:

                               JOHN LEFFLER MUSIC, INC.
                                D/B/A RAVE MUSIC GROUP, INC.


                               By:
                                  ----------------------------------------------
                                   Name:
                                   Title:


                               /s/ John Loeffler
                               -------------------------------------------------
                               John Loeffler