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EXHIBIT 4.1

               Declaration of Trust dated as of December 3, 1964

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            DECLARATION OF TRUST, made as of the 3rd day of December, 1964, by
RICHARD L. ROSENTHAL, residing at Lakewood Drive, Stamford, Connecticut, BERNARD
D. FISCHMAN, residing at 115 Central Park West, New York, New York, and C. B.
MYERS, residing, at 110-45 Queens Boulevard, Forest Hills, Long Island, New York
(hereinafter called "the Trustees").

            WHEREAS, following the execution hereof, Mills Music, Inc., a New
York corporation (hereinafter called "Old Mills") will adopt a plan of complete
liquidation (hereinafter called the "Plan of Complete Liquidation") and
thereafter will enter into an agreement (hereinafter called the "Assets Purchase
Agreement"), a copy of which is annexed as Exhibit A, with Utilities &
Industries Management Corp. (hereinafter called "Management Corp.") and Mills
Music, Inc., a Delaware corporation (hereinafter called "New Mills") providing
for the purchase by New Mills of all of the assets and business of Old Mills and
its affiliated corporations upon the terms and conditions therein set forth;

            WHEREAS, following the execution hereof, the Trustees and Jack
Mills, Irving Mills and Samuel J. Buzzell (hereinafter collectively called "the
Selling Shareholders") will enter into an agreement (hereinafter called the
"Stock Purchase Agreement"), a copy

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of which is annexed as Exhibit B, providing for the purchase by the Trustees of
all of the outstanding shares of Old Mills for the sum of $4,400,000 upon the
terms and conditions therein set forth;

            WHEREAS, following the execution hereof, the Trustees and Management
Corp, shall enter into all undertaking (hereinafter called the "Undertaking to
Reimburse") to pay Management Corp. $500,000 in reimbursement of amounts
expended by it for an option to purchase all of the shares of Old Mills, a copy
of which is annexed as Exhibit C;

            WHEREAS, in order to finance the purchase by the Trustees of the
shares of Old Mills, an opportunity to purchase certificates representing
units of beneficial interest in the trust hereby created will be offered to
shareholders of Utilities & Industries Corporation (hereinafter called "U & I"),
and to the general public if the shareholders of U & I fail to subscribe for the
entire amount of the units as offered, and certain funds will be borrowed from
the Chemical Bank New York Trust Company and The Marine Midland Trust Company of
New York (hereinafter collectively called the "Lenders");

            WHEREAS, all things necessary to constitute these presents a valid
Declaration of Trust according to its terms have been done and performed, and
the Trustees propose to make, execute, issue and deliver the Trust Certificates
in accordance with the provisions hereof;

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            NOW, THEREFORE, THIS DECLARATION OF TRUST WITNESSETH, that, in order
to declare the terms and conditions upon which this trust is created and the
Trust Certificates are to be issued and received, and in consideration of the
premises, and the acceptance of the Trust Certificates by the holders thereof
and the acquisition by the Trustees of all the assets herein described, the
Trustees hereby agree and declare, for the equal and proportionate benefit of
the respective holders from time to time of the Trust Certificates, as follows:

                                  ARTICLE ONE

                           Declaration of Trust; Name

            Section 1.1. Stock Purchase Agreement. Following the execution
hereof, the Trustees shall enter into the Stock Purchase Agreement and take all
right, title and interest as Trustees in and to the rights granted to the
Trustees by the terms of the Stock Purchase Agreement.

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            TO HAVE AND TO HOLD unto the Trustees and their successors and
assigns forever;

            IN TRUST, NEVERTHELESS, upon the terms and trusts and for the uses
and purposes set forth herein, for equal proportionate benefit of all holders of
the Trust Certificates to be issued hereunder;

            AND the Trustees declare that they accept such trust upon such
terms.

            Section 1.2. Name. This trust may be known as "MILLS MUSIC TRUST".

                                   ARTICLE TWO

                                   Definitions

            Section 2.1. Certain Terms Defined. For all purposes of this
instrument, unless the context otherwise requires:

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            Declaration, or Declaration of Trust shall mean this instrument as
originally executed or as it may from time to time be amended pursuant to the
terms hereof.

            Corporate Trustee shall mean the Corporate Trustee named pursuant to
Article TWELVE below and its successor or successors which become such in the
manner therein prescribed.

            Shareholders shall mean holders of record, exclusive of subsidiaries
of U & I, of shares of U & I at the close of business on a date fixed by the
Trustees for the determination of stockholders of U & I entitled to receive
rights to Subscribe to the Trust Certificates to be issued hereunder.

            Trust Certificate or Trust Certificates shall mean any Trust
Certificate or Certificates, as the case may be, issued under this Declaration
of Trust.

            Trust Certificate holder, or holders of Trust Certificates, or any
similar terms, shall mean the

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registered owner of a Trust Certificate, as shown by the registration books
maintained by the Trustees.

            Trust Estate shall mean all the property held from time to time by
the Trustees under this Declaration of Trust.

            Trust Moneys shall mean all rents, royalties, income, proceeds and
other receipts of or from the Trust Estate.

            Trustees shall mean Richard L. Rosenthal, Bernard D. Fischman and
C. B. Myers and such additional Trustees (including their successors and the
Corporate Trustee and its successors) as shall become such in the manner
hereinafter prescribed.

Except where the context otherwise requires, words importing the masculine
gender shall include the feminine and the neuter, if appropriate, words
importing the singular number shall include the plural number and vice versa,
and words importing persons shall include firms, associations and
corporations. All references herein to "Articles", "Sections" and other
subdivisions refer to the corresponding Articles, Sections and other
subdivisions of this instrument; and the words "herein", "hereof", "hereby",
"hereunder" and words of similar import, refer to this instrument as a whole and
not to any particular Article, Section or subdivision hereof.

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                                  ARTICLE THREE

                               Trust Certificates

            Section 3.1. Issuance of Trust Certificates. The beneficial
interests hereunder shall be divided into 278,250 equal undivided portions
(herein called "Units") which shall be evidenced by the Trust Certificates. The
Trustees shall, upon subscription for all the Trust Certificates, issue such
Trust Certificates to such persons as subscribe to Units in the offering of
rights to subscribe made by the Trustees as provided in Section 5.3 hereof. The
number of Units represented by any single Trust Certificate shall be designated
on said Trust Certificate. No fractional part of a single Unit shall be issued
but in lieu thereof the Trustees may make such provision with respect to
fractions of Units, as they may deem appropriate.

            Section 3.2. Rights of Trust Certificate Holders. The registered
owner of each Trust Certificate shall be entitled to participation according to
the number of his Units in the rights and benefits due to a Trust Certificate
holder hereunder. Each Trust Certificate holder or transferee of any Trust
Certificate shall take and hold the same subject to all the terms and provisions
of this Declaration of Trust. Upon the death of an individual Trust Certificate
holder his interest as represented by a Trust Certificate shall pass to his
legal representative and such death shall in no wise terminate or affect the
validity of this Declaration. A Trust Certificate holder shall have no title to,
right to, possession of,

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management of, control of, the Trust Estate except as hereunder otherwise
expressly provided. The whole title, both legal and equitable, to all the Trust
Estate shall be vested in the Trustees and the sole interest of the Trust
Certificate holders shall be the rights and benefits given to such holders under
the Declaration of Trust.

            Section 3.3. Form and Execution. The Trust Certificates shall be in
substantially the form set forth in Exhibit D hereto with such changes as the
Trustees may from time to time find necessary or desirable to conform to any
applicable laws or regulations. All Trust Certificates shall be executed by the
manual or facsimile signatures of the individual Trustees and an authorized
officer or officers of the Corporate Trustee, if any. In case any Trustee or
authorized officer, who has signed or whose facsimile signature has been placed
upon a Trust Certificate, shall have ceased to be a Trustee or authorized
officer before such Trust Certificate is issued, it may be registered by a
registrar and issued with the same effect as if such Trustee or authorized
officer had not then ceased to be a Trustee or authorized officer. In all cases,
all such Trust Certificates shall be countersigned by the manual signature of
the registrar.

            Section 3.4. Registration of Trust Certificates. The Trustees shall
cause to be kept, at the office of the Corporate Trustee and at such other place
or places within or

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without the State of New York as the Trustees may determine, books for the
registration and transfer of any of the Trust Certificates (herein sometimes
called the "register"); and, upon presentation for such purpose, the Trustees
shall, under such reasonable regulations as they may prescribe, cause to be
registered or transferred therein, any of the Trust Certificates. The Trustees
shall appoint a registrar of the Trust Certificates (which shall be the
Corporate Trustee, if a Corporate Trustee has been appointed), for the purpose
of registering and transferring Trust Certificates as herein provided, and the
Trustees may appoint additional registrars for such purpose. Trust Certificate
holders and their duly authorized representatives shall have the right, upon
reasonable prior written notice to the Trustees (addressed to them as provided
in Section 18.5 below), and in accordance with reasonable regulations prescribed
by the Trustees, to inspect and make copies of the register.

            If the Corporate Trustee shall perform services as registrar,
including issuance and transfer of Trust Certificates, maintenance of records of
Trust Certificate holders, periodic disbursement of moneys to Trust Certificate
holders, mailing of reports and other material, and for all related services
customarily performed by a registrar or transfer agent, it shall be entitled to
receive reimbursement in the manner provided in Article ELEVEN hereof.

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            Section 3.5. Transfer of Trust Certificates. The Trust Certificates
and the interest represented thereby (but no fractional part of a single Unit
thereof) may be transferred by the holder thereof in person or by a duly
authorized agent or attorney, or by the properly appointed legal representatives
of the holder, upon the surrender of the Trust Certificate, duly executed for
transfer, to the Trustees with directions that such transfer be made and
recorded in the register of the Trustees, upon the delivery of such other
documents as the Trustees may reasonably require and upon the payment of the
reasonable transfer charges, if any, established by the Trustees for the purpose
of reimbursing the Trustees for the expenses incident thereto. Until any such
transfer is recorded in the register of the Trustees, the Trustees may treat the
holder of record of any Trust Certificate as the owner thereof for all purposes
and shall not be charged with notice of any claim or demand to such Trust
Certificate or the interest of any other person. The ownership and registration
of the Trust Certificates may be in any form which the applicable law permits,
subject to the reasonable regulation thereof by the Trustees.

            The recordation in the register of the Trustees of a transfer of a
Trust Certificate shall, for the purposes of this trust, transfer to the
transferee as of the date of such recordation all right, title and interest of
the transferor in and to the Trust Certificate and the interest represented
thereby to which the transferor might then

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be or thereafter become entitled, except that a transfer of a Trust Certificate
shall not by such transfer, transfer to the transferee the right of the
transferor to any sum payable by the Trustees to holders of record on a date
prior to the date of recordation in the register of the Trustees of the
transfer.

            Section 3.6. Applicable Law. As to matters affecting the title,
ownership, warranty, transferability or attachment of the Trust Certificates,
the laws from time to time in force in the State of New York with respect to
stock certificates shall govern except as otherwise herein specifically
provided.

            Section 3.7. Mutilated, Lost, Stolen and Destroyed Certificates. In
case any Trust Certificate shall be mutilated, lost, stolen or destroyed, then,
upon the production of such mutilated Trust Certificate or upon the receipt of
evidence satisfactory to the Trustees of the loss, theft or destruction of such
Trust Certificate and upon receipt also of a surety bond satisfactory to
Trustees, including the Corporate Trustee, if any, unlimited in amount if they
shall so specify, or such other security or indemnity as may be required by
them, the Trustees in their discretion may execute and deliver or cause to be
executed and delivered a new Trust Certificate in exchange for, and upon
cancellation of, the mutilated Trust Certificate, or in lieu of the Trust
Certificate so lost, stolen or destroyed. Any holder of a new Trust Certificate
issued under this Section shall be entitled to the

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benefits of this Declaration of Trust equally and ratably with all other holders
of Trust Certificates. The Trustees, in their discretion, may place upon such
new Trust Certificate a distinguishing mark or legend to comply with the rules
of any securities exchange or to conform to any usage with respect thereto, but
such mark or legend shall in no wise affect the validity of such new Trust
Certificate. If required by the Trustees, the applicant for such substitute
certificate may also be required, as a condition precedent to the issuance of
such certificate, to pay all reasonable costs, expenses and attorneys' fees
incurred in connection with the issuance of such Trust Certificate.

            Section 3.8. Ownership of Trust Certificates by Trustees. Each
Trustee, either individually or in a representative or fiduciary capacity (other
than as a Trustee hereunder), may acquire, own and dispose of Trust Certificates
to the same extent as if he were not a Trustee hereunder.

                                  ARTICLE FOUR

                       Duration and Termination of Trust

            Section 4.1. Duration. Unless sooner terminated as hereinafter
provided, this trust shall continue until the expiration of a period of
twenty-one (21) years following the

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death of the last survivor of all of the descendants in being at the date of
this Declaration of Trust of Joseph P. Kennedy, the father of the late John F.
Kennedy, the thirty-fifth President of the United States of America. In the
event the duration of this trust is necessarily limited by the applicable laws
of any state to a term which is shorter than the term hereinabove set forth and
a court of competent jurisdiction has finally determined that such shorter term
must be used and the laws of such state must be applied in determining the
duration of this trust, then and in such event this trust shall continue for the
maximum period permitted under the laws of said state for the duration of this
trust, in lieu of the period set forth in the preceding sentence.

            Section 4.2. Termination by Trust Certificate Holders. The trust may
be terminated at any time by the action of 75% in interest of the Trust
Certificate holders as evidenced in the manner provided in Section 13.1.

            Section 4.3. Distribution on Termination by Passage of Time or by
Determination of Trust Certificate Holders. Upon the termination of the trust by
passage of time or by action of the Trust Certificate holders in accordance with
the provisions of Section 4.2, the Trustees shall proceed as rapidly as possible
to convert the Trust Estate into cash and the Trustee shall distribute to the
Trust Certificate holders, pro rata according to

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the number of Units outstanding at the date fixed by the Trustees for
distribution, the net proceeds (the "net proceeds" means the total cash received
as a result of the conversion of the Trust Estate to cash less (i) expenses of
such conversion, (ii) liabilities hereunder and (iii) such reserve as the
Trustees deem necessary to establish to meet liabilities hereunder), provided,
however, that if the Trustees determine that it will be in the best interests of
the Trust Certificate holders not to convert part or all of the Trust Estate
into cash, the Trust Estate not so converted shall be distributed in kind to the
Trust Certificate holders, pro rata according to the number of Units outstanding
at the date of distribution. Each distribution of cash hereunder shall be made
by mailing checks to the Trust Certificate holders of record at the close of
business on the date fixed by the Trustees for such distribution at their
addresses as shown by the register maintained by the Trustees. Each distribution
in kind may be made by mailing appropriate instruments of title to the Trust
Certificate holders of record at the close of business on the date fixed by the
Trustees for such distribution at their addresses as shown by the register
maintained by the Trustees.

            Section 4.4. Continuance of Trust for Winding Up. After the
termination of the trust and for the purpose of liquidating and winding up the
affairs of this trust, the Trustees shall continue to act as such until their
duties have been fully

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performed. Upon the distribution of all of the Trust Estate to the Trust
Certificate holders and the payment and discharge of all debts, liabilities and
obligations of the trust, the Trustees shall have no further duties or
obligations hereunder except to account as provided in Section 5.9.

                                  ARTICLE FIVE

                         Duties of Trustees; Collection
                        and Application of Trust Moneys.

            Section 5.1. Purchase of Stock. Following the execution of this
Declaration of Trust, the Trustees shall enter into the Stock Purchase Agreement
and, pursuant to the terms thereof, shall pay over to the Selling Shareholders,
against delivery of certificates representing all of the issued and outstanding
shares of Old Mills, the purchase price due under the Stock Purchase Agreement.

            Section 5.2. Reimbursement. Following the execution of this
Declaration of Trust, the Trustees shall enter into the Undertaking to Reimburse
and, pursuant thereto, shall pay Management Corp. $500,000 within 30 days of the
purchase by the trust of the stock of Old Mills as provided for in the Stock
Purchase Agreement.

            Section 5.3. Offer of Right to Subscribe to Trust Certificates.
Prior to the closing of the purchase of the outstanding stock of Old Mills
pursuant to the terms of the Stock Purchase Agreement, the Trustees shall offer
to each Shareholder the right to subscribe for Units representing beneficial
interests hereunder at the rate of one Unit for each five shares of U & I held
by such Shareholder at the close of business on the record date determined by
the Trustees, and the conditional right to subscribe to an additional number of
Units not subscribed to by Shareholders, at a subscription price per unit
sufficient to provide the trust with $2,250,000

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and the expenses of making such offering; provided, however, that the Trustees
shall not permit any shareholder to subscribe for a number of Units which shall
be less than 20 Units, but shall make appropriate provision for the purchase and
sale of rights to subscribe for Units in order that any Shareholder not holding
a sufficient number of shares of U & I to entitle him to subscribe to 20 Units
shall be enabled to purchase such additional number as shall be necessary so to
entitle him to subscribe, or shall be enabled to sell such rights in the event
that he shall determine not to subscribe. Units remaining unsubscribed for after
the expiration of the initial subscription period will be allotted to those
Shareholders exercising their right to subscribe to additional Units pro rata as
nearly as practicable in accordance with the respective number of Units
subscribed for by said Shareholders pursuant to the initial subscription right.
All rights to subscribe to Units shall be evidenced by warrants to be issued by
the Trustees, and all subscriptions to Units shall be accompanied by payment in
cash, or certified check, money order, bank draft or bank guaranty, for the full
number of Units and additional Units subscribed for; provided, however, that in
the event of the allocation to Shareholders of additional Units in an amount
which shall be less than the number of Units for which payment was tendered, the
Trustees shall refund any excess funds received by them within 30 days of such
allocation, and shall issue Trust Certificates representing all Units subscribed
to within 30

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days of such allocation. Any Units not subscribed for by the Shareholders on or
before the date on which the offer to the Shareholders expires may be offered
for sale to the general public. If all the Units offered hereby are not sold
either pursuant to the subscription offer to the Shareholders or pursuant to
offers to the general public mentioned above, no subscriptions will be accepted
and all moneys received for such subscriptions will be returned in full to the
subscribers promptly after the end of the 5 day period following the day on
which the offer to the Shareholders expires.

            Section 5.4. Borrowing from the Lenders. Following the execution of
this Declaration of Trust, but prior to the offer of rights to subscribe to
Trust Certificates provided for by Section 5.3 hereof, the Trustees may enter
into a loan agreement with the Lenders to borrow such amount for such period of
years, at such interest rate and embodying such other terms and conditions as
may be set forth in an amendment hereto made pursuant to paragraph (1) of
Section 7.2 hereof. The Trustees shall pay over any amount so borrowed to the
Selling Shareholders, and thereafter shall take all steps and do all things
necessary to discharge such indebtedness to the Lenders including, without
limitation, the application of the Trust Moneys to such indebtedness.

            Section 5.5. Liquidation of Old Mills. Upon delivery to the Trustees
of certificates representing all of the issued and outstanding shares of Old
Mills pursuant to the terms of the Stock Purchase Agreement, the Trustees shall
forthwith take all steps necessary or appropriate to cause the liquidation of
Old Mills in accordance with the Plan of Complete Liquidation and the transfer
and assignment to the Trustees of all of its assets, rights and claims,
including, without limitation, the right to receive payment from New Mills of
the unpaid balance of the purchase price payable under the Stock Purchase
Agreement, and all rights of Old Mills with respect to the guarantee by
Management Corp. of performance by New Mills of its obligations under

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the Assets Purchase Agreement. Upon the liquidation of Old Mills, all amounts
due Old Mills pursuant to the Assets Purchase Agreement shall be collected by
the Trustees as Trust Moneys and held as part of the Trust Estate. In the event
that any liability shall be asserted against the Trustees as transferees of the
assets of Old Mills, on account of any asserted liability of or through Old
Mills, the Trustees shall be entitled to apply the Trust Moneys to discharge or
contest such asserted liability, or to provide a reserve with respect to such
asserted liability as provided in Section 5.6 below.

            Section 5.6. Payment of Expenses and Other Liabilities. The Trustees
shall pay from Trust Moneys all expenses, charges, liabilities and obligations
of the Trust Estate and all liabilities and obligations which the Trustees
specifically assume and agree to pay pursuant to this Declaration of Trust and
such transferee liabilities as the Trustees may be obliged to pay as transferees
of the Trust Estate, including, among the foregoing and without limiting the
generality of the foregoing, interest, taxes, assessments and public charges of
every kind and nature and the costs, charges and expenses, including reasonable
fees and disbursements connected with or growing out of the execution or
administration of this trust and such other payments and disbursements as are
provided in this Agreement or which may be determined to be a proper charge
against the Trust Estate by the Trustees. The Trustees may, in their discretion,
make provision by reserve or otherwise out of the Trust Moneys, for such amount
as the Trustees in good faith may determine to be necessary to meet present or
future liabilities

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of the trust, whether fixed or contingent.

            Section 5.7. Distribution of Trust Moneys. The Trustees shall, 20
days after the receipt of any Trust Moneys or as soon as practicable thereafter
commencing 20 days after the first receipt of the first payment of Trust Moneys
in 1965, distribute and pay, or cause to be distributed and paid, to the Trust
Certificate holders of record at the close of business on the date on which such
Trust Moneys are received (the "record date"), in proportion to their respective
interests as evidenced by Trust Certificates, that is, pro rata according to the
number of Units owned by each Trust Certificate holder, as of the said record
date, all of the Trust Moneys (not theretofore distributed to the Trust
Certificate holders) as of the close of business on such record date that is
left after payment of, or provision for, the expenses, liabilities and
obligations of the Trust Estate as set forth in this Article (including any
reserve referred to in Section 5.6) and after the withholding of the taxes or
charges, if any, as provided in Section 5.8.

            The Trustees shall maintain proper accounts and may rely upon the
advice and opinion of independent certified public accountants or of counsel
with respect to any matter relating to the determination of net income,
undistributed net

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income or amounts available for distribution to the Trust Certificate holders,
or legal, accounting, or financial matters pertaining to the administration of
the Trust. The amount required to be distributed to the Trust Certificate
holders on each distribution date in accordance with the provisions of this
Section shall be determined by the Trustees in their discretion and their
determination shall be final and conclusive on all persons and in the absence of
bad faith shall not be reviewed by any court.

      The distributions to Trust Certificate holders required or made in
accordance with the provisions of this Article shall be made by mailing checks
to the Trust Certificate holders at the addresses set forth in the register
maintained by the Trustees.

      Section 5.8. Withholding of Taxes and Other Charges. The Trustees may
withhold from the Trust Moneys distributable to certain or all of the Trust
Certificate holders from time to time such sums as may be sufficient to pay any
taxes or other charges which have been or may be imposed on the Trust
Certificate holders under the income tax laws or other laws of the United States
or any state or political subdivision by reason of the distributions of net
income to Trust Certificate holders, whenever the withholding of such sums is
required by law or regulation, and the Trustees may, in their discretion, enter
into agreements with taxing or other authorities for the payment of such amounts
as may be withheld in accordance with the provisions of this Section.

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      Section 5.9. Reports to Holders of Trust Certificates. As soon as
practicable after the end of each fiscal year of the trust and after termination
of the trust, the Trustees shall submit a written report and account to the
holders of Trust Certificates showing (i) the assets and liabilities of the
trust at the end of such fiscal year or upon termination and the receipts and
disbursements of the Trustees for such fiscal year or period, certified by
independent public accountants, (ii) any changes in the Trust Estate which they
have not previously reported, and (iii) any action taken by the Trustees in the
performance of their duties under this Declaration of Trust which they have not
previously reported and which in their opinion materially affects the Trust
Estate. The Trustees may submit similar reports for such interim periods during
the fiscal year as they deem advisable.

      Section 5.10. Federal Income Tax Information. As soon as practicable after
the close of each calendar year, the Trustees shall mail to each holder of a
Trust Certificate at the close of the year, a statement showing on a Unit basis
the dates and amounts of all Trust Moneys received by the Trust during such
year, and such other information as is reasonably available to the Trustees
which may be helpful in determining the amount of income that such holder should
include in his federal income tax return for the preceding calendar year by
virtue of his ownership of Units in the trust.

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In addition, after receipt of a request in good faith or in their discretion
without such request, the Trustees may furnish to any person who has been a
holder of a Trust Certificate at any time during the preceding calendar year or
any person whose interest has changed during such year a statement containing
such information as is reasonably available to the Trustees which may be helpful
in determining the amount of taxable income which such person should include in
his federal income tax return.

                                   ARTICLE SIX

                  Purpose of Trust and Limitations on Trustees

      Section 6.1. Purpose of Trust. The sole purpose of this Trust is to
conserve and protect the Trust Estate and collect and distribute the income and
proceeds therefrom to the Trust Certificate holders after the payment of, or
provision for, expenses and liabilities.

      Section 6.2. Limitations on Trustees. The Trustees shall not at any time,
on behalf of the Trust or Trust Certificate holders, enter into or engage in any
business, including, without limitation, the acquisition of copyrights and the
licensing thereof. This limitation shall apply irrespective of whether the
conduct of any such business activities is deemed by the Trustees to be
necessary or proper for the conservation and protection of the Trust Estate. The
Trustees shall not

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invest any of the funds held in the Trust Estate except that the Trustees may
deposit money held under this Declaration in an interest-bearing bank account or
accounts or in a checking account or accounts (which may be accounts with the
Corporate Trustee) and the Trustees may purchase obligations of the United
States. The Trustees shall be restricted to the holding and collection of the
Trust Moneys and the payment and distribution thereof for the purposes set forth
in this Declaration and to the conservation and protection of the Trust Estate
and the administration thereof in accordance with the provisions of this
Declaration. The Trustees shall not acquire any new properties of any kind
except such property or rights as may accrue or come to them in connection with
the Trust Estate.

      Section 6.3. General Application. Every provision in this Declaration,
including the provisions of Article Seven, shall be construed in a way that is
consistent with the purpose and with the limitations on the Trustees set forth
in this Article Six, and no power granted by Article Seven or any other
provision of this Declaration shall be exercised in a manner which goes beyond
the purpose and the limitations of this Article Six.

                                  ARTICLE SEVEN

                             Powers of the Trustees

      Section 7.1. Generally. The Trustees shall hold the legal and equitable
title to all property at any time constituting

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a part of the Trust Estate and shall hold such property in trust to be
administered and disposed of by them pursuant to the terms of this Declaration
for the benefit of the Trust Certificate holders hereunder.

      Section 7.2. Specific Powers Exercisable Without the Consent of the Trust
Certificate Holders. Subject to the provisions of Article Six, the Trustees
shall have the following specific powers, exercisable without the consent of the
Trust Certificate holders, but their enumeration shall not be considered in any
way to limit or control the power of the Trustees to act as specifically
authorized by any other Section or provision of this Declaration and to act in
such manner as the Trustees may deem necessary or appropriate to conserve and
protect the Trust Estate or to confer on the Trust Certificate holders the
benefits intended to be conferred upon them by this Declaration:

            (1) To amend, in order to obtain the loan provided for by Section
      5.4 thereof, this Declaration at any time to such time as there shall be
      holders of beneficial interests in this Trust;

            (2) To cause any investments of Trust Moneys pursuant to Section 9.3
      to be registered and held in the name of any one or more of their names
      or in the names of a nominee or nominees without increase or decrease of
      liability with respect thereto;

            (3) To collect and receive any and all money and other property of
      whatsoever kind or

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                                                                              25

      nature due to or owing or belonging to the trust and to give full
      discharge and acquittance therefor;

            (4) To institute or defend actions for declaratory judgments or
      other actions and to take such other action as the Trustee may deem
      necessary or desirable to prevent a default or to enforce the default
      provisions or other provisions of the Assets Purchase Agreement, the
      Stock Purchase Agreement and of any other instruments relating to or
      forming a part of the Trust Estate.

            (5) To perform any act authorized, permitted or required under the
      Assets Purchase Agreement, the Stock Purchase Agreement or other
      instrument relating to or forming a part of the Trust Estate whether in
      the nature of an approval, consent, demand or notice thereunder or
      otherwise, unless such act would require the consent of the holders of the
      Trust Certificates in accordance with the express provisions of this
      Declaration.

            (6) To keep any or all of the Trust Estate that is movable at any
      place or places or with a depository or custodian at such place or places.

<PAGE>

                                                                              26

            (7) To do and perform any acts or things and only those acts or
      things necessary or appropriate for the conservation and protection of the
      Trust Estate, and in connection therewith to employ such agents (one or
      more of whom from time to time may be the Corporate Trustee) and to confer
      upon them such authority as the Trustees may deem expedient, and to pay
      reasonable compensation therefor.

      The Corporate Trustee may execute and perform any duty or power hereunder
either directly or through its agents or attorneys. If there is a Corporate
Trustee, all documents, moneys and other property pertaining to the Trust shall
be held by the Corporate Trustee.

      Section 7.3. Specific Powers Exercisable With the Consent of the Trust
Certificate Holders. Subject to the provisions of Article Six, the Trustees,
with the consent of at least 66-2/3% in interest of the Trust Certificate
holders (except with respect to subsection (1) of this Section, which shall
require the consent of at least 75% in interest of the Trust Certificate
holders), evidenced in the manner provided in Section 13.1, shall have the
following specific powers, but the enumeration of these specific powers shall
not be considered in any way to limit or curtail the other specific powers
given to the Trustees in Section 7.1 or 7.2 or elsewhere in this Declaration
unless expressly set forth therein:

<PAGE>

                                                                              27

            (1) To sell, transfer, assign or otherwise dispose of all or any
      part of the Trust Estate for cash or other considerations. In the event it
      should be finally determined by a court of proper jurisdiction that the
      required consent of at least 75% in interest of the Trust Certificate
      holders is an invalid suspension of the power of alienation by the
      Trustees, then the Trustees shall have the power to sell, transfer, assign
      or otherwise dispose of all or any part of the Trust Estate for cash or
      other considerations without such consent.

            (2) To cancel or terminate any instrument relating to or forming a
      part of the Trust Estate, and to execute new instruments notwithstanding
      that the term of any such instrument may extend beyond the term of this
      trust provided that no such new instrument shall permit the Trustees to
      engage in any activity prohibited by Article Six.

            (3) To amend this Declaration in any manner whatever, provided that
      no such amendment shall permit the Trustees to engage in any business,
      including, without limitation, the acquisition of copyrights and the
      licensing thereof.

<PAGE>

                                                                              28

            (4) To borrow money, including any borrowing from the Corporate
      Trustee, and to pledge or mortgage as security for the loan all or any
      part of the Trust Estate when in the opinion of the Trustees it is
      necessary to borrow money in order to carry out properly the purpose of
      this trust, and so long as such borrowing does not violate the provisions
      of Article Six.

                                  ARTICLE EIGHT

                        Additional Duties of the Trustees

      Section 8.1. Payment of Trust Obligations. The Trustees shall pay out of
the Trust Estate all liabilities and obligations incurred by them in connection
with the conservation or administration of the Trust Estate, including without
limiting the generality of the foregoing, the liabilities and obligations set
forth in Article Five.

      Section 8.2. Books of Account. The Trustees shall maintain books of
account showing all receipts and disbursements and such other transactions as
the Trustees may deem appropriate in accordance with good accounting principles.
Such books of account shall be open at all reasonable times to the inspection by
any holder of a Trust Certificate, or his duly authorized agent or attorney,
upon a reasonable period of prior written notice to the Trustees, and shall, if
required by an applicable statute or rule of any state, be open as required to
inspection by an appropriate state official.

<PAGE>

                                                                              29

      Section 8.3. Approval of Accounts. The Trustees shall render the written
report to the holders of Trust Certificates required by Section 5.9 hereof and
said report shall constitute an account of the Trustees, administration of the
trust for the fiscal year covered thereby. The approval by 51% in interest of
the Trust Certificate holders of any account or accounts shall, as to all
matters and transactions disclosed therein, be final and binding upon all
persons (whether in being or not) who may then or thereafter become interested
in or entitled to share in any Trust Certificate, and, unless there is timely
objection, such account or accounts shall be deemed to have been approved. Said
approval may be evidenced in the manner provided in Section 13.1 and, if
evidenced by instruments, the execution thereof by Trust Certificate holders
need not be acknowledged or witnessed.

      Section 8.4. Fiscal Year of the Trust. The fiscal year of the trust shall
end on December 31 of each year unless the Trustees deem it advisable to
establish some other date as the date on which the fiscal year of the trust
shall end.

                                  ARTICLE NINE

                             Concerning the Trustees

      Section 9.1. Generally. The Trustees accept and undertake to discharge the
trusts created by this Declaration, upon the terms and conditions thereof. The
Trustees shall exercise such of the rights and powers vested in them by this

<PAGE>

                                                                              30

Declaration, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

      No provision of this Declaration shall be construed to relieve the
Trustees from liability for their own negligent action, their own negligent
failure to act, or their own wilful misconduct, except that

            (a) no Trustee shall be responsible for the acts or omissions of any
      other Trustee if done or omitted without his knowledge or consent unless
      it shall be proved that such Trustee was negligent in ascertaining the
      pertinent facts and no successor Trustee shall be in any way responsible
      for the acts or omissions of any Trustees in office prior to the date on
      which he becomes a Trustee;

            (b) no Trustee shall be liable except for the performance of such
      duties and obligations as are specifically set forth in this Declaration,
      and no implied covenants or obligations shall be read into this
      Declaration against the Trustees;

            (c) in the absence of bad faith on the part of the Trustees, the
      Trustees may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or
      opinions

<PAGE>

                                                                              31

      furnished to the Trustees and conforming to the requirements of this
      Declaration; but in the case of any such certificates or opinions which by
      any provision hereof are specifically required to be furnished to the
      Trustees, the Trustees shall be under a duty to examine the same to
      determine whether or not they conform to the requirements of this
      Declaration;

            (d) no Trustee shall be liable for any error of judgment made in
      good faith, unless it shall be proved that such Trustee was negligent in
      ascertaining the pertinent facts; and

            (e) the Trustees shall not be liable with respect to any action
      taken or omitted to be taken by them in good faith in accordance with the
      direction of the holders of not less than a majority in interest of the
      Trust Certificates at the time outstanding relating to the time, method
      and place of conducting any proceeding for any remedy available to the
      Trustees, or exercising any trust or power conferred upon the Trustees
      under this Declaration.

            Section 9.2. Reliance by Trustees. Except as otherwise provided in
Section 9.1:

            (a) the Trustees may rely and shall be protected in acting upon any
      resolution, certificate, statement,
<PAGE>

                                                                              32

      instrument, opinion, report, notice, request, consent, order, or other
      paper or document believed by them to be genuine and to have been signed
      or presented by the proper party or parties;

            (b) the Trustees may consult with legal counsel to be selected by
      them, and the Trustees shall not be liable for any action taken or
      suffered by them in accordance with the advice of such counsel; and

            (c) persons dealing with the Trustees shall look only to the Trust
      Estate to satisfy any liability incurred by the Trustees to such person in
      carrying out the terms of this trust, and the Trustees shall have no
      personal individual obligation to satisfy any such liability.

            Section 9.3. Money Received by Trustees. All moneys received by the
Trustees shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received. The Trustees, however, shall, insofar
as practicable, pending distribution thereof use their best efforts to deposit
moneys received by them hereunder in an interest-bearing bank account or
accounts or to purchase obligations of the United States therewith, which
obligations shall be converted into cash when cash is required for the payment
of expenses, liabilities or distributions to the Trust Certificate holders in
accordance

<PAGE>

                                                                              33


with the terms of this Declaration, provided that no such investment need be
made of any moneys distribution of which shall be required or made within thirty
(30) days after receipt thereof, and provided, further, that in addition
thereto, the Trustees may maintain funds not in excess of $100,000 in a
non-interest-bearing account.

      Section 9.4. Indemnification of Trustees. Each Trustee shall be
indemnified by and receive reimbursement from the Trust Estate against and from
any and all loss, liability, expense or damage which such Trustee may incur or
sustain, in good faith and without negligence, in the exercise and performance
of any of the powers and duties of such Trustee under this Declaration.

                                   ARTICLE TEN

                 Protection of Persons Dealing with the Trustees

      Section 10.1. Action by Trustees - Quorum. All action required or
permitted to be taken by the Trustees, in their capacity as Trustees, pursuant
to this Declaration shall be taken (i) at a meeting at which a quorum is present
duly called by one or more of the Trustees and held on at least 3 days prior
written or telegraphic notice to all of the Trustees then in office, or (ii) by
a written vote, resolution or other writing without a meeting signed by all the
Trustees then in office. Except where this Declaration otherwise provides, all

<PAGE>

                                                                              34

action taken at such meeting shall be by vote or resolution of a majority of
such of the Trustees as are present and shall have the same force and effect as
if taken by all the Trustees. A majority of the Trustees then in office shall
constitute a quorum. The Corporate Trustee shall be deemed present when
represented by a duly authorized officer.

      Section 10.2. Reliance on Trustees' Statement as to Authority to Act. Any
person dealing with the Trustees shall be fully protected in relying upon the
Trustees' certificate that they have authority to take any action under this
trust.

      Section 10.3. Reliance on Statement by Trustees as to Meeting of Trust
Certificate Holders. Any person dealing with the Trustees shall be fully
protected in relying upon the Trustees' certificate setting forth the facts
concerning the calling of any meeting of the Trust Certificate holders, the
giving of notice thereof, and the action taken at said meeting, including the
number of Units represented by Trust Certificate holders taking such action.

      Section 10.4. Application of Money Paid or Transferred to the Trustees.
No person dealing with the Trustees shall be required to follow the application
by the Trustees of any money or property which may be paid or transferred to the
Trustees.

<PAGE>

                                                                              35

                                 ARTICLE ELEVEN

                            Compensation of Trustees

      Section 11.1. Compensation for Ordinary Services as Trustee. In lieu of
commissions fixed by law for trustees, each Trustee shall receive as
compensation for services as Trustee hereunder the sum of $2,500 per annum;
provided, however, that in no event shall the compensation payable to all
Trustees hereunder with respect to any year exceed three percent (3%) of the
Trust Moneys received by the Trustees with respect to such year, and provided
further that if in any year such three percent (3%) of the Trust Money is equal
to less than $7,500, the Corporate Trustee, if any, shall receive $2,500 and the
balance of the said three percent (3%) of the Trust Money shall be payable pro
rata to the individual Trustees. In addition, and without regard to such
limitation of three percent (3%), the Corporate Trustee shall receive such
reimbursement to cover clerical and administrative services to the Trust
(including services performed as registrar pursuant to Section 3.4) as shall be
determined by action of the individual Trustees.

      In the event of any substitution of or change in the Trustees, each
Trustee shall receive compensation based only upon such rent, royalties and
other income and proceeds of sale received and distributed while such Trustee
was in office.

      Section 11.2. Dates of Payment of Compensation for Ordinary Services as
Trustee. The compensation payable to each Trustee pursuant to the provisions of
Section 11.1 shall be paid quarter-annually or at such other times as the
Trustees may determine.

<PAGE>

                                                                              36

      Section 11.3. Compensation for Extraordinary Services Rendered by the
Trustees. If a Trustee renders any unusual or extraordinary service to the
Trust, that is, service not expected of him as a Trustee hereunder, such Trustee
shall be entitled to receive, in addition to the compensation called for by
Section 11.1, reasonable compensation for such unusual or extraordinary service
so rendered, but such compensation shall not exceed the limit set forth in
Section 11.1, and shall be approved by a majority in interest of the Trust
Certificate holders prior to the payment thereof. Said approval may be
evidenced in the manner provided in Section 13.1 and, if evidenced by
instruments, the execution thereof by Trust Certificate holders need not be
acknowledged or witnessed.

      Section 11.4. Expenses. Each Trustee shall be reimbursed from the Trust
Estate for all expenses reasonably incurred by him in the performance of his
duties in accordance with this Declaration.

                                 ARTICLE TWELVE

                         Trustees and Successor Trustees

      Section 12.1. Number of Trustees. Subject to the provisions of Section
12.4 relating to the period pending the appointment of successor Trustees, there
shall be no less than three (3) Trustees of this trust, one of whom may be a
Corporate Trustee with the qualifications prescribed in Section 12.5, and all
others of whom shall be individual citizens and residents

<PAGE>

                                                                              37

of the United States.

      Section 12.2. Appointment of Corporate Trustee. As soon as practicable
after the execution hereof, the individuals acting as Trustees shall cause to be
appointed a Corporate Trustee, which shall be a bank or trust company with the
qualifications prescribed in Section 12.5 and shall accept such appointment in
the manner provided in Section 12.6.

      Section 12.3. Resignation and Removal. Any Trustee may resign and be
discharged from the trusts hereby created by giving written notice thereof to
the remaining Trustees and by mailing  such notice to the Trust Certificate
holders at their respective addresses as they appear in the register of the
Trustees, Such resignation shall become effective on the day specified in such
notice or upon the appointment of such Trustee's successor and such successor's
acceptance of such appointment, whichever is earlier.

      Any Trustee may be removed at any time, with or without cause, by the
holders of two-thirds in interest of the Trust Certificates then outstanding.

      Section 12.4. Appointment of Successor. In case at any time a Trustee
shall resign or be removed or shall die or become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or if a receiver of the Corporate Trustee
or of its property shall be appointed, or if any public officer shall take
charge or control of the Corporate Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, a vacancy shall be
deemed

<PAGE>

                                                                              38

to exist in the office of such Trustee, and a successor shall be appointed by
the holders of a majority in interest of the Trust Certificates then
outstanding. Pending the appointment of a successor Trustee, the remaining
Trustees then in office may take any action in the manner set forth in Section
10.1.

      Section 12.5. Persons Eligible for Appointment as the Corporate Trustee.
The Corporate Trustee shall at all times be a bank or trust company having its
principal office and place of business in the Borough of Manhattan in The City
of New York, if there be such an institution willing and able to accept the
trust upon reasonable or customary terms, and shall at all times be a
corporation organized and doing business under the laws of the United States or
the State of New York, with a combined capital and surplus of at least
$25,000,000 and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by Federal or State authority. If the
Corporate Trustee publishes reports of condition at least annually, pursuant to
law or to the requirements of any supervising or examining authority referred to
in this Section, then, for the purposes of this Section the combined capital and
surplus of the Trustee shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.

<PAGE>

                                                                              39

      In case at any time a Corporate Trustee shall cease to be eligible under
this Section, it shall resign immediately in the manner and with the effect
specified in Section 12.3; and in the event that a Corporate Trustee does not so
resign, it may be removed forthwith by the holders of a majority in interest of
the Trust Certificates then outstanding.

      Section 12.6. Acceptance of Appointment by Corporate and Successor
Trustees. Any Corporate Trustee and any successor Trustee appointed hereunder
shall execute an instrument accepting such appointment hereunder and shall
deliver one counterpart thereof to the other Trustees and, in case of a
resignation, to the retiring Trustee. Thereupon such Corporate Trustee or
successor Trustee shall, without any further act, become vested with all the
estates, properties, rights, powers, trusts and duties of a trustee (or his or
its predecessor in the trust in the case of a successor Trustee) hereunder with
like effect as if originally named therein; but a retiring Trustee shall
nevertheless, when requested in writing by his or its successor Trustee or by
the remaining Trustees and upon payment of its lawful charges and disbursements
then unpaid, if any, execute and deliver an instrument or instruments conveying
and transferring to such successor Trustee upon the trusts herein expressed, all
the estates, properties, rights, powers and trusts of such retiring Trustee, and
shall duly assign, transfer and deliver to such successor
<PAGE>

                                                                              40

Trustee all property and money held by it or him hereunder. Should any
instrument from the remaining Trustees be reasonably required by any successor
Trustee for more fully and certainly vesting in and confirming to him or it said
estates, properties, rights, powers and trusts, then any and all such
instruments shall, on request of such successor Trustee, be executed,
acknowledged and delivered by the remaining Trustees.

      Section 12.7. Merger or Consolidation of the Corporate Trustee. Any
corporation into which the Corporate Trustee may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to
which the Corporate Trustee shall be a party or any corporation to which
substantially all the business and assets of the Corporate Trustee may be
transferred, shall (subject to Section 12.5) be the Corporate Trustee under this
Declaration, without further act.

      Section 12.8. Appointment of Successor Trustee by a Court. In the event a
vacancy in the office of Trustee shall continue for a period of at least 90
days, a temporary Trustee may be appointed by the Supreme Court of the State of
New York, on the application of any Trust Certificate holder upon such notice,
if any, as the Court may deem proper and prescribe. Such temporary Trustee shall
act only until one or more successor Trustees shall have been appointed

<PAGE>

                                                                              41

by the Trust Certificate holders in the manner prescribed in Section 12.4.

                                ARTICLE THIRTEEN

                    Concerning the Trust Certificate Holders

      Section 13.1. Evidence of Action by Holders of Trust Certificates.
Whenever in this Declaration it is provided that the holders of Trust
Certificates may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver, the removal of a Trustee, the
appointment of a successor Trustee or the taking of any other action), the fact
that at the time of taking any such action such holders have joined therein may
be evidenced (a) by any instrument or any number of instruments of similar tenor
executed by holders of Trust Certificates in person or by agent or attorney
appointed in writing, or (b) by the record of the holders of Trust Certificates
voting in favor thereof at any meeting of holders of Trust Certificates duly
called and held in accordance with the provisions of Article Fourteen.

      Section 13.2. Proof of Action Other than by Meeting. Proof of the
execution of any instrument referred to in clause (a) of Section 13.1 by a
holder of Trust Certificates or his agent or attorney shall be sufficient if
made in the following manner:

<PAGE>

                                                                              42

      The fact and date of the execution by any such person of any instrument
may be proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds to be recorded in such
jurisdiction that the person executing such instrument acknowledged to him the
execution thereof, or by an affidavit of a witness to such execution sworn to
before any such notary or other such officer.

      The record of any meeting of holders of Trust Certificates and of any
action thereat shall be proved in the manner provided in Article Fourteen.

      Section 13.3. Limitation on Suits by Holders of Trust Certificates. No
holder of any Trust Certificate shall have any right by virtue of any provision
of this Declaration to institute any action or proceedings at law or in equity
against any party other than the Trustees upon or under or with respect to the
Trust Estate or the agreements relating to or forming part of the Trust
Estate, and the holders of the Trust Certificates do hereby waive any such
right, unless the holders of not less than 15% interest of the Trust
Certificates then outstanding shall have made written request upon the Trustees
to institute such action or proceedings in their own names as Trustees hereunder
and shall have offered to the Trustees reasonable

<PAGE>

                                                                              43

indemnity against the costs and expenses to be incurred therein or thereby, and
the Trustees for thirty days after their receipt of such notice, request and
offer of indemnity shall have failed to institute any such action or
proceedings; it being understood and intended, and being expressly covenanted
by the holder of every Trust Certificate with every other holder and the
Trustees, that no one or more holders of Trust Certificates shall have any right
in any manner whatever by virtue of any provision of this Declaration to affect,
disturb or prejudice the right of any other holder of Trust Certificates, or to
obtain or seek to obtain priority over or preference to any other such holder or
to enforce any right under this Declaration, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of Trust
Certificates. Nothing contained in this Section 13.3, however, shall restrict or
limit any right which a Trust Certificate holder may have as a matter of law to
institute any action or proceeding against the Trustees upon, or under or with
respect to this Declaration.

      Section 13.4. Requirement of Undertaking. All parties to this Declaration
agree, and each holder of any Trust Certificate by his acceptance thereof shall
be deemed to have agreed, that the Trustees may request any court to require,
and any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this

<PAGE>

                                                                              44

Declaration, or in any suit against the Trustees for any action taken or omitted
by them as Trustees, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided, that
the provisions of this Section shall not apply to any suit by the Trustees and
such undertaking shall not be requested by the Trustees or otherwise required in
any suit by any Trust Certificate holder or group of Trust Certificate holders
holding more than 5% in interest of the Trust Certificates outstanding.

                                ARTICLE FOURTEEN

                      Meetings of Trust Certificate Holders

      Section 14.1. Purpose of Meetings. A meeting of the Trust Certificate
holders may be called at any time and from time to time pursuant to the
provisions of this Article for the purposes of taking any action which the terms
of this Declaration permit a percentage in interest of the Trust Certificate
holders to take either acting alone or with the Trustees.

      Section 14.2. Meeting Called by the Trustees. The Trustees may at any time
call a meeting of the Trust

<PAGE>

                                                                              45

Certificate holders, for the purpose of taking any action referred to in Section
14.1, to be held at such time and at such place within the State of New York (or
elsewhere if so determined by all of the Trustees) as the Trustees shall
determine. Written notice of every meeting of the Trust Certificate holders
shall be given by the Trustees (except as provided in Section 14.3), which
written notice will set forth the time and place of such meeting and in general
terms the action proposed to be taken at such meeting, and shall be mailed not
more than 40 or less than 20 days before such meeting is to be held to all of
the Trust Certificate holders of record not more than 5 days before the date of
such mailing. The notice shall be directed to the Trust Certificate holders at
their respective addresses as they appear in the register of the Trustees.

      Section 14.3. Meeting Called on Request of the Trust Certificate Holders.
Within 30 days after written request to the Trustees by at least 15% in interest
of the Trust Certificate holders to call a meeting of Trust Certificate holders
to take any action authorized by Section 14.1, which written request shall
specify in reasonable detail the action proposed to be taken, the Trustees shall
proceed under the provisions of Section 14.2 to call a meeting of the Trust
Certificate holders, and if the Trustees

<PAGE>

                                                                              46

fail to call such meeting within said 30 day period then such meeting may be
called by said 15% in interest of the Trust Certificate holders or their
designated representative.

      Section 14.4. Persons Entitled to Vote at Meeting of Trust Certificate
Holders. Each holder of one or more Trust Certificates on the record date shall
be entitled to vote at a meeting of the Trust Certificate holders either in
person or by his proxy duly authorized in writing. The signature of the holder
on such written authorization need not be witnessed or notarized.

      Section 14.5. Number of Votes Available to Each Person Entitled to Vote.
Each person entitled to vote shall have one vote for each Unit represented by
Trust Certificates he holds or represents.

      Section 14.6. Quorum. At any meeting of Trust Certificate holders, the
presence of persons holding or representing Trust Certificates for the number of
Units sufficient to take action on any matter for the transaction of which such
meeting was called shall be necessary to constitute a quorum; but if less than
a quorum be present, the persons holding or representing a majority in interest
of the Trust Certificates represented at the meeting may adjourn
<PAGE>

                                                                              47

such meeting with the same effect and for all intents and purposes as though a
quorum had been present.

      Section 14.7. Adjournment of Meeting. Any meeting of Trust Certificate
holders may be adjourned from time to time and a meeting may be held at such
adjourned time and place without further notice.

      Section 14.8. Chairman and Secretary of Meeting. The Trustees shall
appoint a temporary Chairman and temporary Secretary of the meeting. The
Chairman of the meeting and the Secretary of the meeting shall be elected by
vote of the persons holding or representing a majority in interest of the Trust
Certificates represented at the meeting and entitled to vote.

      Section 14.9. Ballots. The vote upon any resolution submitted to any
meeting of Trust Certificate holders shall be by written ballot.

      Section 14.10. Inspectors of Votes. Two Inspectors of Votes, appointed by
the permanent Chairman of the meeting, shall count all votes cast at the meeting
for or against any resolution and shall make and file with the Secretary of the
meeting their verified written report.

      Section 14.11. Record of Meeting. A Record of the proceedings of each
meeting of Trust Certificate holders shall be prepared by the Secretary of the
meeting and there

<PAGE>

                                                                              48

shall be attached to such Record the original reports of the Inspectors of Votes
on any vote by ballot thereat, and the Record shall contain a copy of the notice
of the meeting and an affidavit of mailing of notice thereof as provided in
Section 14.2 or Section 14.3 as the case may be. The Record shall be signed and
verified by the affidavits of the permanent Chairman and permanent Secretary of
the meeting and shall be delivered to the Trustees to be preserved by them. If
the permanent Chairman and permanent Secretary fail to sign the Record, a
majority of the Trustees present at the meeting may sign and verify it. Any
Record so signed and verified shall be conclusive evidence of all the matters
therein stated.

                                 ARTICLE FIFTEEN

                                      Bonds

      Section 15.1. Original Trustees. No bond shall be required of any original
Trustee hereunder,or, if a bond is required by law, no surety or security with
respect to such bond shall be required unless required by law.

      Section 15.2. Successor Trustees. No bond shall be required of any
successor Trustee hereunder, or, if a bond is required by law, no surety or
security with respect to such bond shall be required unless required by law.

<PAGE>

                                                                              49

      Section 15.3. Authorization to Insure Acts of Trustees. The
Trustees may carry fidelity insurance on behalf of and at the expense of the
trust, covering the acts of the Trustees and of their employees and agents.

                                 ARTICLE SIXTEEN

                               Filing of Agreement

      Section 16.1. Filing of Declaration. This Declaration shall be filed or
recorded in the office of the Clerk of the County of New York, State of New
York, and in such other office or offices as the Trustees may determine to be
necessary or desirable. A copy of this Declaration and all amendments thereof
shall be filed in the principal office of the Corporate Trustee and shall be
available at all times for inspection by any Trust Certificate holder or his
duly authorized representative.

      Section 16.2. Filing of any Amendment of Declaration of Trust. The
Trustees shall file or record any amendment of this Declaration in the same
places where the original Declaration is filed or recorded.

      Section 16.3. Filing a Change in Trustees. The Trustees shall file or
record any instrument which relates to any change in the office of Trustee in
the same places where the original Declaration is filed or recorded.

<PAGE>

                                                                              50

      Section 16.4. Filing of Other Instruments. The Trustees shall determine
what other instruments, if any, shall be filed or recorded and the place or
places of such filing or recordation.

                                ARTICLE SEVENTEEN

                                   Amendments

      Section 17.1. Consent of Trust Certificate Holders. At the direction or
with the consent (evidenced in the manner provided in Section 13.1) of the
holders of not less than 66-2/3% (unless a higher percentage is expressly
required to take action under the provisions of this Declaration) in interest
of the Trust Certificates, the Trustees shall promptly make and execute a
declaration amending this Declaration for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Declaration or amendments hereto, provided, however, that no such amendment
shall permit the Trustees hereunder to engage in any activity prohibited by
Article Six.

      Section 17.2. Notice and Effect of Amendment. Promptly after the execution
by the Trustees of any such declaration of amendment the Trustees shall give
notice of the substance of such amendment to the holders of the Trust
Certificates or, in lieu thereof, the Trustees may send a

<PAGE>

                                                                              51

copy of the amendment to each holder of the Trust Certificates. Upon the
execution of any such declaration of amendment by the Trustees, this Declaration
shall be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Declaration of the Trustees and the holders of the Trust Certificates
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modification and amendments, and all the terms and conditions
of any such amendment shall be thereby deemed to be part of the terms and
conditions of this Declaration for any and all purposes.

                                ARTICLE EIGHTEEN

                            Miscellaneous Provisions

      Section 18.1. Significance of Titles Given Articles and Sections. Titles
given to Articles and to Sections hereunder are for general information only
and shall not influence the construction of the language of this Declaration.

      Section 18.2. Intention of Parties to Establish a Trust. This Declaration
is not intended to create and shall not be interpreted as creating an
association, partnership or joint venture of any kind. It is intended as a trust
to be governed and construed in all respects as a trust.

      Section 18.3. Laws as to Construction. This

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                                                                              52

Declaration shall be governed by and construed in accordance with the laws of
the State of New York and the Trustees and the Trust Certificate holders, by
their acceptance of the Trust Certificates issued hereunder, consent and agree
that this Declaration shall be governed by and construed in accordance with said
laws.

      Section 18.4. Separability. In the event any provision of this Declaration
or the application thereof to any person or circumstances shall be finally
determined by a court of proper jurisdiction to be invalid or unenforceable to
any extent, the remainder of this Declaration, or the application of such
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each provision of
this Declaration shall be valid and enforced to the fullest extent permitted by
law.

      Section 18.5. Notices. Any notice or demand which by any provision of this
Declaration is required or permitted to be given or served upon the Trustees by
the Trust Certificate holders may be given or served by being deposited, postage
prepaid and by registered or certified mail in a post office or letter box
addressed (until another address is designated by notice to the Trust
Certificate holders) in care of The Marine Midland Trust Company of New York,
120 Broadway,

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                                                                              53

New York, N.Y. 10015, Attention: Corporate Trust Department. Any notice or other
communication by the Trustees to any holder of Trust Certificates issued
hereunder shall be deemed to have been sufficiently given, for all purposes, if
given by being deposited, postage prepaid, in a post office or letter box
addressed to said holder at his address as shown on the register of the
Trustees.

      Section 18.6. Protective Contractual Provisions. In any contract made by
the Trustees, a provision shall be contained protecting the Trust Certificate
holders from any personal liability by reason of such contracts.

      Section 18.7. Counterparts. This Declaration may be executed in any number
of counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

      IN WITNESS WHEREOF, the Trustees have signed, sealed and executed this
Declaration as of the day and year first above written.

                                                    /s/ Richard L. Rosenthal
                                                  ------------------------------
                                                       Richard L. Rosenthal
                                                             Trustee

                                                    /s/ Bernard D. Fishman
                                                   -----------------------------
                                                        Bernard D. Fischman
                                                             Trustee

                                                    /s/ C.B. Myers
                                                   -----------------------------
                                                            C.B. Myers
                                                             Trustee

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                                                                              54
STATE OF NEW YORK )
                  : ss.:
COUNTY OF NEW YORK)

      On this      day of November, 1964, before me personally came RICHARD L.
ROSENTHAL, BERNARD D. FISCHMAN and C.B. MYERS, to me known and known to me to
be the individuals described in and who executed the foregoing instrument, and
they severally duly acknowledged to me that they executed the same.

                                                   _____________________________
                                                            Notary Public