<PAGE>

EXHIBIT 4.2

                 Asset Purchase agreement Dated December 5, 1964

<PAGE>

                   Certification of Assets Purchase Agreement

      The undersigned, Secretaries of MILLS MUSIC, INC., a Delaware corporation,
UTILITIES & INDUSTRIES MANAGEMENT CORP. and MILLS LIQUIDATING CORPORATION
(formerly Mills Music, Inc.), a New York corporation, respectively, do hereby
certify that the document annexed hereto is a true and correct copy of the
agreement dated December 5, 1964, with exhibits, by and among our respective
Corporations, providing, among other things, for the purchase by Mills Music,
Inc. of all the assets of Mills Liquidating Corporation.

Dated: February 9, 1965

                                                  /s/ Bernard D. Fischman
                                                  ------------------------------
                                                       Bernard D. Fischman,
                                                  Assistant Secretary of Mills
                                                          Music, Inc.
[Corporate Seal]

                                                  /s/ Bernard D. Fischman
                                                  ------------------------------
                                                     Bernard D. Fischman,
                                                   Secretary of Utilities &
                                                  Industries Management Corp.
[Corporate Seal]

                                                  /s/ C. B. Myers
                                                  -----------------------------
                                                             C. B. Myers,
                                                  Secretary of Mills Liquidating
                                                            Corporation
[Corporate Seal]

<PAGE>

      AGREEMENT made this 5th day of December, 1964 by and among MILLS MUSIC,
INC., a Delaware corporation ("New Mills"); UTILITIES & INDUSTRIES MANAGEMENT
CORP. ("Management Corp."); and MILLS MUSIC, INC., a New York corporation ("Old
Mills").

1. Sale of Assets

      Old Mills does hereby sell to New Mills and New Mills does hereby purchase
from Old Mills the entire business and assets of Old Mills upon the following
terms and conditions:

      (a) Paper Business. For all of the assets of Old Mills other than the Old
Mills copyrights (as defined in subparagraph 1(b) hereof), including but not
limited to the assets of Old Mills and its interest in those organizations and
entities listed in Exhibit A hereto (the "Affiliated Companies") involved in
music publishing, New Mills will concurrently herewith:

            (i)  Pay to Old Mills $400,000 in cash;

            (ii) Assume all of the liabilities and obligations of Old Mills:

      (b) Old Mills Copyrights. For the copyrights and licensing agreements
under such copyrights of Old Mills and of the Affiliated Companies, including
rights to unpublished music (the "Old Mills Copyrights"), New Mills will pay Old
Mills a quarterly contingent payment (the "Contingent Portion") computed in the
following manner for each such quarterly period:

            (i) Except as provided in subparagraphs 1(b)(ii) and (iii) hereof,
the Contingent Portion shall be an amount equal to the excess, if any, of the
gross royalty income from the exploitation of the Old Mills Copyrights and from
the renewals of such copyrights

<PAGE>

                                                                               2

if now held or hereafter acquired by New Mills, the Affiliated Companies and any
subsidiaries or affiliated companies of New Mills or the Affiliated Companies
(the "Related Companies") and their successors or assigns, and licensing
agreements under such copyrights and renewals, whether such income shall be
received by New Mills or the Affiliated Companies or any other party or parties
whatsoever, over the sum of:

                  (A) The greater of:

                        (x) 25 percent of such gross royalty income: or

                        (y) $87,500 or 30 percent of such gross royalty income,
                            whichever is less.

                  (B) Royalties related to such gross royalty income which are
required to be paid to composers, authors and others.

            (ii) Except as provided in subparagraph 1(b)(iii) hereof, if the sum
computed under subparagraph 1(b)(i) hereof shall be less than $167,500, then
the Contingent Portion shall be the excess, if any, for such quarterly period
(but not more than $167,500) of the gross royalty income of New Mills, the
Affiliated Companies, and the Related Companies and their successors and assigns
from exploration of all Old Mills Copyrights and all other music copyright
acquired or originated by New Mills, the Affiliated Companies and the related,
Companies, and licensing agreements under such copyrights (including. the Old
Mills Copyrights and renewals thereof) during such quarterly period over the sum
of:

                  (A) The greater of:

                        (x) 25 percent of such gross royalty income or

                        (y) $87,500 or 30 percent of such gross royalty income,
                            whichever is less.

                  (B) Royalties related to such gross royalty income which are
required to be paid to composers, authors and others.

<PAGE>

                                                                               3

            (iii) For the purposes of computations of the Contingent Portions
with respect to calendar year 2010 and all succeeding calendar years:

                  (A) Such computations shall be made without regard to the
provisions of subparagraph 1(b)(ii) hereof; and

                  (B) The amount to be taken into account under subparagraph
1(b)(i)(A) hereof shall be 25 percent of gross royalty income without regard to
whether such amount is greater or less than $87,500.

      (c) Gross Royalty Income. In computing gross royalty income:

            (i) For purposes of subparagraphs 1(b)(i) and (ii) hereof:

                  (A) Royalty income from foreign affiliates will be included
only to the extent remitted to the United States under applicable license
agreements. For the purpose of this subparagraph 1(c)(i)(A), Mills Music of
Canada, Ltd. shall not be deemed a foreign affiliate.

                  (B) Royalty income received from any Old Mills Copyright that
shall be renewed will be included only to the extent that such royalty income,
after payments of royalties related to gross royalty income which are required
to be paid to composers, authors and others with respect to such copyright
exceeds the amount paid, or to be paid, if any, for such renewal.

                  (C) Income received by reason of the sale of published music
by New Mills or by others or from the so-called educational business now
conducted by Old Mills or by any of the Affiliated Companies shall not be
included; and

                  (D) Royalty income received from the American Society of
Composers, Authors & Publishers ("ASCAP") within, or not more than

<PAGE>

                                                                               4

more than forty-five (45) days after the close of a calendar quarter
representing royalties computed by ASCAP with respect to such calendar quarter
shall be deemed to have been received during such calendar quarter.

            (ii) Royalty income received from new arrangements of musical
compositions or lyrics included in the Old Mills Copyrights or from the use of
new lyrics with musical compositions included in the Old Mills Copyrights shall
be included in gross royalty income for purposes of subparagraph 1(b)(i) hereof.

            (iii) For purposes of subparagraph 1(b)(ii) hereof:

                  (A) Royalty income received from any copyrights hereafter
purchased by New Mills, by any of the Affiliated Companies, by any of the
Related Companies or by their successors or assigns will be included only to the
extent that such royality income, after payments of royalties related to gross
royalty income which are required to be paid to composers, authors and others
with respect to such copyrights, exceeds 150 percent of the amount paid, or to
be paid, for such copyrights.

                  (B) Royalty income received from any copyrights renewed by New
Mills, by any of the Affiliated Companies, by any of the Related Companies or by
their successors or assigns will be included only to the extent that such
royalty income, after payments of royalties related to gross royalty income
which are required to be paid to composers, authors and others with respect to
all such copyrights, exceeds the amount paid, or to be paid, if any, for such
renewals.

      (d) Percentage Under Subparagraph 1(b)(i)(A)(x).

          For any quarterly period for which the amount of the Contingent
Portion payable to Old Mills would exceed $250,000 but for the provisions of
this subparagraph, there shall be substituted for the percentage specified in
subparagraph 1(b)(i)(A)(x) hereof the

<PAGE>

                                                                               5

percentages, for the applicable brackets only, determined in accordance with the
following table:

<TABLE>
<CAPTION>
  Gross Royalty Income                           Applicable Percentages
   as Computed under                                 under subsection
   subsection 1(b)(i)                                  1(b)(i)(A)(x)
-------------------------                        ----------------------
<S>                                              <C>
Less than $500,000                                        25.0%
$500,000 up to $700,000                                   27.5
$700,000 up to $900,000                                   30.0
$900,000 up to $1,250,000                                 32.5
In excess of $1,250,000                                   35.0
</TABLE>

      (e) Adjustments to Minimum. The minimum dollar amount deter mined under
subparagraph 1(b)(i)(A)(y) or 1(b)(ii)(A)(y), as the case may be, shall be
adjusted annually, commencing with computations with respect to the calendar
year 1974, to reflect changes in the average weekly earnings of employees in
printing, publishing and allied industries, as set forth in the Survey of
Current Business published by the United States Department of Commerce (the
"Index"), or if such Index shall be discontinued or shall establish different
categories, then as determined by such other index published by the United
States Government as shall be most closely comparable. Commencing with the
computations with respect to the calendar year 1974, the minimum dollar amount
determined under such subparagraphs shall be redetermined for each year to be
that amount which bears the same ratio to $87,500 as the average weekly earnings
of such employees during December of the preceding year shall bear to the
average weekly earnings during December, 1964, as set forth in the Index.

      (f) Payment Dates.

          The first Contingent Portion will be paid on March 1, 1965 for a pro
rata portion of the period from October 1

<PAGE>

                                                                               6

through December 31, 1964 commencing with the date of this agreement.
Thereafter, Contingent Portions will be paid on the first day of June,
September, December and March for the quarterly periods respectively ending on
the last days of the preceding March, june, September and December. If on any
payment date the royalties required to be paid to composers, authors and others,
referred to in subparagraphs 1(b)(i)(B) and 1(b)(ii)(B), have not been finally
determined the computation of the Contingent Portion shall be made on the basis
of estimated royalties so required to be paid, and adjusted in subsequent
Contingent Portions in the light of such royalty payments as finally determined.
The obligation to pay Contingent Portions will terminate on the last day of the
year in which the last Old Mills Copyright, or a renewal thereof, expires and
cannot be renewed.

      (g) Right of Inspection. Upon reasonable notice Old Mills may inspect all
books, records and documents of New Mills relating to the computation of any
Contingent Portion.

2. Guarantee of Performance and Net Worth and Liabilities Undertaking

      (a) Guarantee of Performance. Management Corp. hereby guarantees the
performance by New Mills of all of its obligations under this Agreement for a
period of nine years from the date hereof, including, but not limited to, its
obligation to make payment to Old Mills of the Contingent Portions whenever due
under the terms of this Agreement.

      (b) Net Worth and Liabilities Undertaking. Management Corp, agrees that,
at all times during the period referred to in paragraph 2(a), it will maintain
Net Worth at an amount not less than $4,000,000 and will not incur or permit to
exist Liabilities at any time outstanding in excess of three (3) times the Net
Worth. For purposes hereof, the term "Net Worth shall mean the excess of the
aggregate amount of all items properly includible in assets over the aggregate
amount of all items (other than capital and surplus) properly

<PAGE>

                                                                               7

includible in liabilities, in each case on a balance sheet of Management Corp.
as of the time in question in accordance with generally accepted accounting
principles consistently applied; and the term "Liabilities' shall mean the
aggregate amount of all items (other than capital and surplus) which would be
properly includible in liabilities on a balance sheet of Management Corp. as of
the time in question in accordance with generally accepted accounting principles
consistently applied.

3. Delivery of Documents Concurrently Herewith:

      The following checks and documents have been delivered concurrently
herewith:

      (a) Documents delivered by Old Mills. Old Mills has delivered to New
Mills.

            (i) A bill of sale in the form annexed hereto as Exhibit B for all
of the business and assets of every nature, kind and description of Old Mills.

            (ii) Employment agreements between New Mills and (A) Jack Mills,
Irving Mills and Samuel J. Buzzell (the "Stockholders") in the form annexed
hereto as Exhibits C-1, C-2 and C-3 and (B) Martin Mills, Stanley Mills, Richard
Mills, Sidney Mills and Paul Mills, each in the form annexed hereto as Exhibit
C-4.

            (iii) A letter agreement executed by the Stockholders in the form
annexed hereto as Exhibit D.

            (iv) Stock certificates representing unencumbered ownership of all
of the outstanding shares and rights to shares of all United States and Canadian
Affiliated Companies (other than shares marked on Exhibit 1 to Exhibit D hereto
as not being included in the contemplated sale) properly endorsed for transfer,
and with signatures guaranteed by Murry C. Becker, Albert A. DeStefano or Max
Fink.

            (v) An opinion of Samuel J. Buzzell in the form annexed hereto as
Exhibit E.

            (vi) Certified copies of resolutions of the board of directors and
of the stockholders of Old Mills authorizing the

<PAGE>

                                                                               8

transaction provided for herein.

      (b) Documents Delivered by New Mills. New Mills has delivered to Old
Mills:

            (i) A certified check of New Mills for $400,000 drawn to the order
of Old Mills on a commercial bank having an office in New York City.

            (ii) A certificate evidencing the assumption by New Mills of all of
the liabilities and obligations of Old Mills in the form annexed hereto as
Exhibit F.

            (iii) Certified copies of resolutions of the boards of directors of
New Mills and Management Corp. authorizing the transaction provided for herein.

4. Events After Execution.

      After the execution hereof:

      (a) Change of Name. Old Mills will forthwith change its name to "Mills
Liquidating Corporation".

      (b) payments to Employees. For the purpose of rewarding former and present
employees of Old Mills and of its related and affiliated companies, excluding
officers and directors thereof, for loyal and devoted service, New Mills will
pay to such employees or expend to or for their benefit or the benefit of their
heirs, at law, sums totalling $100,000; provided, however, that no such payment
shall be made until (a) New Mills shall consult with the Stockholders for the
purpose of adopting a mutually acceptable plan with respect thereto; and (b)
such plan or such payment is approved by the Stockholders. In the event that one
year from the date hereof New Mills and the Stockholders shall not have
agreed upon such plan with respect to such payments or any portion thereof, the
manner and method of payments and the plan intended with respect thereto will be
submitted for determination to a third person to be selected by mutual
agreement, or, if no such person shall have been selected within thirteen (13)
months after the date hereof, to a person designated by the then President of
The

<PAGE>

                                                                               9

Association of the Bar of the City of New York. Payments will thereafter be made
in accordance with the determination of such person, whose decision shall be
final.

      (c) Confirmation of General Releases. The board of directors of each of
the Affiliated Companies which is a party to any general release executed
pursuant to subparagraph 1(d) of Exhibit D hereto, as such board is constituted
following the effectiveness of the resignation of all of the Stockholdees and
the election of the successor directors, will ratify and confirm the action of
each such Affiliated Company in executing and delivering such release.

      (d) Additional Documents. Old Mills will at any time execute and deliver
to New Mills promptly upon request any documents which it may reasonably request
to effectuate or confirm the purposes herein contemplated.

      (e) Best Efforts. New Mills and the Affiliated Companies will use their
best efforts to promote and exploit the Old Mills Copyrights and renewals
thereof, to collect all royalties, domestic and foreign, which shall become
payable with respect thereto and to cause foreign royalties to be remitted to
the United States.

5. Waiver of Equitable Relief.

      Management Corp, and New Mills shall be limited in the remedy available to
them for any breach of any representation, warranty or agreement contained in
this agreement or the letter agreement annexed as Exhibit D hereto to money
damages and expressly waive any right to rescission or other equitable relief.

6. Miscellaneous.

      (a) Notices. Any notices to be given hereunder shall be in writing and
delivered by hand or sent by registered or certified mail, return receipt
requested, and shall be deemed given

<PAGE>

                                                                              10

twenty-four (24) hours after being deposited in the United States Mail--air mail
if mailed more than 500 miles from the address to which sent. Any such notice
shall be sent to:

                  Mills Music, Inc., a Delaware corporation
                  c/o Utilities & Industries Management Corp.
                  425 Park Avenue
                  New York, N. Y.

                  Utilities & Industries Management Corp.
                  425 Park Avenue
                  New York, N. Y.

                  Mills Music, Inc., a New York corporation
                  1619 Broadway
                  New York, N. Y. 10019

or to such other address as any such party may designate by notice given
pursuant to this agreement.

      (b) Significance of Titles. Titles given to paragraphs and to
subparagraphs hereunder are for general information only and shall not influence
the construction of the language of this agreement.

      (c) Counterparts. This agreement may be executed in several counterparts
all of which, taken together, shall constitute the agreement of the parties.

      (d) Law as to Construction. This agreement has been delivered in the State
of New York. The parties agree that it is a New York contract and all of its
provisions shall be construed under New York law.

      (e) Assignability. This agreement shall bind and benefit the parties
hereto, and their successors and assigns.

<PAGE>

                                                                              11

      (f) Full and Complete Agreement. This agreement constitutes the full and
complete agreement between the parties hereto.

      IN WITNESS WHEREOF, the parties have executed this agreement on the day
and year first above written.

                               MILLS MUSIC, INC., a Delaware corporation
                                  (Buyer)

                               By /s/
                               ---------------------------------------------

                               UTILITIES & INDUSTRIES MANAGEMENT CORP.

                               By /s/
                               ---------------------------------------------

                               MILLS MUSIC, INC., a New York corporation
                                  (Seller)

                               By /s/ Jack Mills
                               ---------------------------------------------

<PAGE>

                                                                       EXHIBIT A

American Academy of Music Inc.

Ranger Music Inc.

Gotham Music Service, Inc.

The B. F. Wood Music Company, Inc.

Pampa Music Publishing Association Inc.

American Recording Artists Inc.

Ankerford Music Corp.

Paradise Music, Ltd.

Mills Music of Canada,Ltd.

Mills Music, Ltd, (England)

B. F. Wood Ltd.

Mills France

Mills Germany

Mills Mexico

Mills Brazil

Mills Holland

Mills Belgium

<PAGE>

                                                                       EXHIBIT B

                                  BILL OF SALE

      KNOW ALL MEN BY THESE PRESENTS, that MILLS MUSIC, INC., a corporation of
the State of New York, hereinafter called the Seller, for and in consideration
of the sum of One ($1.00) Dollar and other good and valuable consideration,
lawful money of the United States, to the Seller, in hand paid, at or before the
en-sealing and delivery of these presents, by MILLS MUSIC, INC., a corporation
of the State of Delaware, hereinafter called the Buyer, the receipt whereof is
hereby acknowledged, has bargained and sold, and by these presents does grant
and convey, unto the said Buyer, its successor and assigns, the goods, chattels,
rights, titles and interests particularly described and mentioned in the
schedule hereto annexed and made part hereof.

      To have and to hold the same, unto the said Buyer, its successors and
assigns, forever and does for its successors and assigns covenant and agree, to
and with the said Buyer to warrant and defend the sale of said goods and
chattels hereby sold unto the said Buyer, its successors and assigns, against
all and every person and persons whomsoever.

      IN WITNESS WHEREOF, the Seller has caused these presents to be signed by
its proper corporate officers and caused its proper corporate seal to be
hereunto affixed the 5th day of December, 1964.

                                               MILLS MUSIC, INC.,
 ATTEST:                                       a New York corporation

                                               By_______________________________
______________________________

<PAGE>

                     Schedule to Bill of Sale Annexed Hereto

      All of the right, title and interest of the Seller in and to the assets,
properties and business of the Seller of every kind and description, wherever
located and whether or not shown on the books of account or other records of the
Seller, as the same now exist, including, without limitation, all property,
tangible and intangible, real, personal and mixed, cash, securities, bank
accounts, investments, accounts and notes receivable, conditional sales
contracts, inventories, fixed assets, machinery, equipment, furniture and
fixtures, claims and rights to tax refunds, and all other claims and rights of
every kind, insurance policies, leases, leasehold improvements, deposits,
prepayments, rights to use the corporate name of the Seller and any words or
separate names contained in such corporate name (alone or in combination with
any other words or names), trademarks, trade names, patents, patent
applications, copyrights, copyright applications, licenses (whether as licensee
or licensor), contracts and contract rights, goodwill and all books and records
of the Seller relating to the conduct of its business.

<PAGE>

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

      BE IT REMEMBERED, that on this 5th day of December, in the year One
Thousand Nine Hundred and Sixty-Four, before me, the subscriber, a Notary Public
personally appeared   Samuel J. Buzzell who, being by me duly sworn on his oath,
doth depose and make proof to my satisfaction, that he is the Secretary of Mills
Music, Inc., a New York corporation, the seller named in the within instrument;
that Jack Mills is the President of said corporation; that the execution, as
well as the making of this Instrument, has been duly authorized by a proper
resolution of the board of directors of said corporation; that deponent well
knows the corporate seal of said corporation; and the seal affixed to said
Instrument is such corporate seal and was thereto affixed and said Instrument
signed and delivered by said President, as and for his voluntary act and deed
and as and for the voluntary act and deed of said corporation, in presence of
deponent, who thereupon subscribed

his name thereto as witness.

Sworn to and subscribed before me, at New York,

New York                                             ___________________________
                                                             Secretary

the date aforesaid.
___________________

<PAGE>

                                                                     EXHIBIT C-l
                                                             December 5, 1964

Mr. Jack Mills
c/o Murry C. Becker, Esq.
41 East 42nd Street
New York 17, New York

Dear Sir:

      This will confirm the terms of your employment by the undersigned, as
follows:

      1. You do hereby represent and warrant is follows:

            (a) That you have been employed by Mills Music, Inc., a New York
corporation (herein called "Mills Music"), and by certain of its affiliated
companies (Mills Music and all such affiliated companies being hereinafter
referred to as "Old Mills") for some years prior to this date and that, pursuant
to said employment, you have agreed with your said prior employer that upon
termination of your employment by Mills Music for any reason and with or without
cause:

                  (i) You will not in any manner encourage, recommend, advise or
      counsel any author or composer, or any wife, child next-of-kin or
      successor of any author or composer, to grant to are third party any
      rights in any musical composition or lyrics in which Old Mills now holds
      any rights of any kind, or to refuse or refrain from granting to the
      undersigned or any affiliated company any extension during the current or
      renewal copyright terms of any right now held by such company;

                  (ii) You will not in any manner enter into any agreement to
      acquire any publication rights in any material written in whole or in part
      by any author or composer who is listed on Schedule A hereto or a
      substantial

<PAGE>

                                       -2-

      portion of whose works written within fifteen [15) years prior to the
      termination of your employment by Mills Music have been published by Old
      Mills;

                  (iii) You will not, for a period of three (3) years following
      termination of your employment by Mills Music seek to publicize by paid
      advertising, formal announcements or the retention of personnel for such
      purpose that you are engaged in the music publishing business or any phase
      thereof;

                  (iv) You will not, for a period of five (5) years following
      termination of your employment by Mills Music engage in any music
      publishing activity where the principal objective or the principal
      anticipated source of income is the sale of printed material;

                  (v) You will not engage in the music publishing business
      through any entity which contains in its corporate or trade name the word
      "Mills."

            (b) With respect to the foregoing activities, it is understood that
you would be deemed to be engaged in any such activity if such activity is
engaged in by any corporation, partnership or other entity of which you are an
employee, agent, officer, director, shareholder or principal creditor, other
than a company in which your sole participation is through the ownership of
publicly traded securities, except as herein described. Nothing contained above
shall prohibit you from performing your duties as an employee of New Mills under
the terms and conditions set forth below. It is understood that in the event of
termination of your employment with Mills Music, you will, upon such termination

<PAGE>

                                              -3-

except as set forth above, be and become free to become engaged in the music
publishing business and nothing contained above shall be deemed or construed to
prohibit your engaging in the music publishing business.

      2. The undersigned is concurrently herewith entering into an agreement
with Mills Music for the purpose of acquiring all of the assets of said company
and will require employees to conduct the business heretofore conducted by said
Old Mills. In this respect, it is the purpose of the undersigned to employ you
to continue as an employee of the undersigned upon the same terms and conditions
as under your employment by Old Mills, specifically including those hereinabove
represented to have pertained to your employment with said Mills Music, and it
is specifically understood and agreed that each and all of the said provisions
herein-above described in Paragraph 1 shall hereafter apply to and be binding
upon you in your employment hereunder and that the undersigned is purchasing and
acquiring the assets and good will of said Mills Music in reliance upon your
undertaking accordingly.

      3. The compensation and reimbursement to be paid to you or for your
benefit by the undersigned pursuant to your employment hereunder shall be the
same compensation and reimbursement which you have heretofore been receiving or
which has been paid for your benefit as an employee of Old Mills, including,
without limitation, the bonus arrangements and emoluments to which you would
have been entitled from Old Mills had the assets of Mills Music not been sold to
the undersigned.

      4. It is understood that our company is newly formed and will be engaging
in the music publishing business for the first time and for that reason our
requirements with regard to

<PAGE>

                                     - 4 -

employees and employment are at this time not fully known, determined or
crystallized and for that reason we do hereby reserve the right to terminate
your employment at any time upon fifteen (15) days' notice following February
28, 1965, and, by the same token, you may also have the right and privilege
similarly, at any time on or after February 28, 1965, to terminate your
employment hereunder upon fifteen (15) days' notice given to us, provided,
however, it is understood and agreed that your employment shall be continuous
during and throughout all periods to and including said February 28, 1965, and
thereafter until notice is given by one party to the other.

      5. It is contemplated and agreed that any breach or violation by you of
the representations, warranties, terms and conditions hereinabove described in
Paragraphs 1 and 2 hereof would constitute an act or acts of unfair competition
to the undersigned. Therefore, without in any manner limiting the foregoing, it
is specifically understood and agreed that, in the event of the breach by you
of any of your undertakings here-under as described in Paragraphs 1 and 2 above,
the undersigned may not have an adequate, plain or speedy remedy at law, and you
do therefore and hereby consent that the undersigned shall be entitled to
injunctive and equitable relief in addition to any and all other relief provided
by law and you hereby consent and agree that injunctions and restraining orders
attending the same may be granted by any court of competent jurisdiction to
prevent and restrain any breach by you of any of the terms and conditions and
covenants so provided.

<PAGE>

                                      - 5 -

      6. You will participate in the management of the undersigned in the same
manner and in the same capacity as you have heretofore participated in the
management of Mills Music, and promptly upon the execution of this agreement you
will be duly elected President of the undersigned, subject to the approval of
the Board of Directors, and further subject to the following limitations:

            (a) You will not cause the undersigned to increase the salary,
customary bonus or other emoluments of any executive or of any other employee
over and above that paid in the past to such executive or other employee by Old
Mills (except normal and necessary increases for other than executive
personnel), nor will you cause the undersigned to employ any additional persons
except for the purpose of replacing persons currently employed; and

            (b) You will not cause the undersigned to make any acquisition of
any library or catalogue of music or acquire the rights in any music under any
arrangement involving a commitment or expenditure on behalf of New Mills in
excess of $2,500 (over and above normal royalty payments), without securing the
advance approval of the Board of Directors of the undersigned.

<PAGE>

                                      - 6 -

      7. For a period of one year from the date hereof, you, subject to other
business commitments, will make yourself reasonably available (but with no
obligation to travel) upon the request of the undersigned to supply any
information regarding the history and business of Old Mills which the
undersigned or its designees may reasonably request, it being recognized that
all such information may not be readily available from the files of Old Mills.
No compensation shall be payable to you for providing any such information. This
paragraph shall not obligate you to change or reduce plans for travel away from
home; you will, however, respond with reasonable promptness to correspondence
received when away from home.

      8. Any dispute, controversy or claim arising out of or relating to the
compensation, expense allowances, reimbursements, bonuses or emoluments to be
paid or the services to be rendered under this contract shall be settled by
arbitration in New York City in accordance with the laws of the State of New
York. Murry C. Becker of 41 East 42nd Street, New York, New York, 10017, is
designated by the parties

<PAGE>

                                      - 7 -

hereto as the sole arbitrator to hear and determine any and all of the foregoing
matters which may be in dispute and to render any award thereon embodying his
determination and judgment upon the award so rendered may be entered in any
court having jurisdiction thereof. If during the period of this agreement the
said Murry C. Becker shall die or refuse or neglect to act or be unable to act,
then in that event Daniel G. Ross is hereby designated as a successor to said
Murry C. Becker, such successor to have all the rights and powers as sole
arbitrator as are herein granted to the said Murry C. Becker. If during the
period of this agreement the said Daniel G. Ross shall die or refuse or neglect
to act or be unable to act, then in that even Albert A. DeStefano is hereby
designated as a successor to said Daniel G. Ross, such successor to have all the
rights and powers as sole arbitrator as are herein granted to the said Daniel G.
Ross. In the event of the death or the refusal, neglect or inability of any of
the foregoing to act as arbitrator, then a single arbitrator may be designated
by the American Arbitration Association to conduct the arbitration in accordance
with the rules then obtaining of the American Arbitration Association, such
arbitrator to have all the rights and powers hereinabove granted to the said
Hurry C. Becker, Daniel G. Ross and Albert A. DeStefano.

      9. This agreement has been delivered in the State of New York. The parties
agree that it is a New York contract and all of its provisions shall be
construed under New York law. This agreement shall bind and benefit the parties
hereto, their

<PAGE>

                                      - 8 -

heirs, next of kin, legal representatives, successors and assigns.

      Kindly indicate your agreement to employment by us on the foregoing terms
and conditions where indicated below.

                                                    Yours truly,

                                                    MILLS MUSIC, INC.
                                                      (a Delaware Corporation)

                                                    By_________________________
Accepted and agreed to:
_______________________
<PAGE>

                                                                      SCHEDULE A

                    Leroy Anderson               Norman Malkin
                    Johnny Bradford              Eric Masohwitz
                    Roy Brodsky                  Issachor Miron
                    Henri Content                Freddy Morgan
                    Evelyn Danzig                Henry Onorati
                    Katherine K. Davis           Mitchell Parish
                    Paul Durand                  Jad Paul
                    Morton Gould                 Prank Perkins
                    Julius Grossman              Edgar Sampson
                    Yehiel Haggiz                Jack Segal
                    Kermit Leslie                Harry Simone
                    Walter Leslie                Sid Tepper
                                   John Vincent













<PAGE>

                                                                     EXHIBIT C-2

                                                                December 5, 1964

Mr. Irving Mills
c/o Max Fink, Esq.
617 South Olive
Los Angeles 4, California

Dear Sir:

            This will confirm the terms of your employment by the undersigned,
as follows:

            1. You do hereby represent and warrant as follows:

                  (a) That you have been employed by Mills Music, Inc., a New
York corporation (herein called "Mills Music"), and by certain of its affiliated
companies (Mills Music and all such affiliated companies being hereinafter
referred to as "Old Mills") for some years prior to this date and that, pursuant
to said employment, you have agreed with your said prior employer that upon
termination of your employment by Mills Music for any reason and with or without
cause:

                        (i) You will not in any manner encourage, recommend,
      advise or counsel any author or composer, or any wife, child, next-of-kin
      or successor of any author or composer, to grant to any third party any
      rights in any musical composition or lyrics in which Old Mills now holds
      any rights of any kind, or to refuse or refrain from granting to the
      undersigned or any affiliated company any extension during the current or
      renewal copyright terms of any right now held by such company;

                        (ii) You will not in any manner enter into any agreement
      to acquire any publication rights in any material written in whole or in
      part by any author or composer who is listed on Schedule A hereto or a
      substantial

<PAGE>

                                      - 2 -

      portion of whose works written within fifteen (15) years prior to the
      termination of your employment by Mills Music have been published by Old
      Mills;

                        (iii) You will not, for a period of three (3) years
      following termination of your employment by Mills Music seek to publicize
      by paid advertising, formal announcements or the retention of personnel
      for such purpose that you are engaged in the music publishing business or
      any phase thereof;

                        (iv) You will not, for a period of five (5) years
      following termination of your employment by Mills Music engage in any
      music publishing activity where the principal objective or the principal
      anticipated source of income is the sale of printed material;

                        (v) You will not engage in the music publishing business
      through any entity which contains in its corporate or trade name the word
      "Mills."

                  (b) With respect to the foregoing activities, it is understood
that you would be deemed to be engaged in any such activity if such activity is
engaged in by any corporation, partnership or other entity of which you are an
employee, agent, officer, director, shareholder or principal creditor, other
than a company in which your sole participation is through the ownership of
publicly traded securities, except as herein described. Nothing contained above
shall prohibit you from performing your duties as an employee of New Mills under
the terms and conditions set forth below... It is understood that in the event
of termination of your employment with Mills Music, you will, upon such
termination,

<PAGE>

                                       -3-

except as set forth above, be and become free to become engaged in the music
publishing business and nothing contained above shall be deemed or construed to
prohibit your engaging in the music publishing business.

            2. The undersigned is concurrently herewith entering into an
agreement with Mills Music for the purpose of acquiring all of the assets of
said company and will require employees to conduct the business heretofore
conducted by said Old Mills. In this respect, it is the purpose of the
undersigned to employ you to continue as an employee of the undersigned upon the
same terms and conditions as under your employment by Old Mills, specifically
including those hereinabove represented to have pertained to your employment
with said Mills Music, and it is specifically understood and agreed that each
and all of the said provisions herein-above described in Paragraph 1 shall
hereafter apply to and be binding upon you in your employment hereunder and that
the undersigned is purchasing and acquiring the assets and good will of said
Mills Music in reliance upon your undertaking accordingly.

            3. The compensation and reimbursement to be paid to you or for your
benefit by the undersigned pursuant to your employment hereunder shall be the
same compensation and reimbursement which you ha heretofore been receiving or
which has been paid for your benefit as an employee of Old Mills, including,
without limitation, the bonus arrangements and emoluments to which you would
have been entitled from Old Mills had the assets of Mills Music not been sold to
the undersigned.

            4 . It is understood that our company is newly formed and will be
engaging in the music publishing business for the first time and for that reason
our requirements with regard to

<PAGE>

                                      - 4 -

employees and employment are at this time not fully known, determined or
crystallized and for that reason we do hereby reserve the right to terminate
your employment at any time upon fifteen (15) days' notice following February
28, 1965, and, by the same token, you may also have the right and privilege
similarly, at any time on or after February 28, 1965, to terminate your
employment hereunder upon fifteen (15) days' notice given to us, provided,
however, it is understood and agreed that your employment shall be continuous
during and throughout all periods to and including said February 28, 1965, and
thereafter until notice is given by one party to the other.

            5. It is contemplated and agreed that any breach or violation by you
of the representations, warranties, terms and conditions hereinabove described
in Paragraphs 1 and 2 hereof would constitute an act or acts of unfair
competition to the undersigned. Therefore, without in any manner limiting the
foregoing, it is specifically understood and agreed that, in the event of the
breach by you of any of your undertakings here-under as described in Paragraphs
1 and 2 above, the undersigned may not have an adequate, plain or speedy remedy
at law, and you do therefore and hereby consent that the undersigned shall be
entitled to injunctive and equitable relief in addition to any and all other
relief provided by law and you hereby consent and agree that injunctions and
restraining orders attending the same

<PAGE>

                                      - 5 -

may be granted by any court of competent jurisdiction to prevent and restrain
any breach by you of any of the terms and conditions and covenants so provided.

            6. You will participate in the management of the undersigned in the
same manner and in the same capacity as you have heretofore participated in the
management of Mills Music, and promptly upon the execution of this agreement you
will be duly elected Treasurer of the undersigned subject to the approval of the
Board of Directors, and further subject to the following limitations:

                  (a) You will not cause the undersigned to increase the salary,
customary bonus or other emoluments of any executive or other employee of Old
Mills (except normal and necessary increases for other than executive
personnel), nor will you cause the undersigned to employ any additional persons
except for the purpose of replacing persons currently employed; and

                  (b) You will not cause the undersigned to make any acquisition
of any library or catalogue of music or acquire the rights in any music under
any arrangement involving a commitment or expenditure on behalf of New Mills in
excess of $2,500 (over and above normal royalty payments), without securing the
advance approval of the Board of Directors of the undersigned.

<PAGE>

                                       -6-

            7. For a period of one year from the date hereof, you, subject to
other business commitments, will make yourself reasonably available (but with
no obligation to travel) upon the request of the undersigned to supply any
information regarding the history and business of Old Mills which the
undersigned or its designees may reasonably request, it being recognized that
all such information may not be readily available from the files of Old Mills.
No compensation shall be payable to you for providing any such information. This
paragraph shall not obligate you to change or reduce plans for travel away from
home; you will, however, respond with reasonable promptness to correspondence
received when away from home.

            8. Any dispute, controversy or claim arising out of or relating to
the compensation, expense allowances, reimbursements, bonuses or emoluments to
be paid or the services to be rendered under this contract shall be settled by
arbitration in New York City in accordance with the laws of the State of New
York. Max Fink of 617 South Olive, Los Angeles 4, California, is designated by
the parties hereto as the sole arbitrator to hear and determine any and all of
the foregoing matters which may be in dispute and to render any award thereon
embodying his determination and judgment upon the award so rendered may be
entered in any court having jurisdiction thereof.

<PAGE>

                                       -7-

If during the period of this agreement the said Max Fink shall die or refuse or
neglect to act or be unable to act, then in that event Baret C. Fink is hereby
designated as a successor to said Max Fink, such successor to have all the
rights and powers as sole arbitrator as are herein granted to the said Max Fink.
If during the period of this agreement the said Baret C. Fink shall die or
refuse or neglect to act or be unable to act, then in that event Stanley Poster
is hereby designated as a successor to said Baret C. Fink, such successor to
have all the rights and powers as sole arbitrator as are herein granted to the
said Baret C. Fink. In the event of the death or the refusal, neglect or
inability of any of the foregoing to act as arbitrator, then a single arbitrator
may be designated by the American Arbitration Association to conduct the
arbitration in accordance with the rules then obtaining of the American
Arbitration Association, such arbitrator to have all the rights and powers
hereinabove granted to the said Max Fink, Baret C. Fink and Stanley Poster.

            9. This agreement has been delivered in the State of New York. The
parties agree that it is a New York contract and all of its provisions shall be
construed under New York law. This agreement shall bind and benefit the parties
hereto, their

<PAGE>

                                      - 8 -

heirs, next of kin, legal representatives, successor and assigns.

            Kindly indicate your agreement to employment by us on the foregoing
terms and conditions where indicated below.

                                      Yours truly,

                                      MILLS MUSIC, INC.,
                                           (a Delaware Corporation)

                                      By_______________________________________
Accepted and agreed to:

________________________

<PAGE>

                                                                      SCHEDULE A

                    Leroy Anderson          Norman Malkin
                    Johnny Bradford         Eric Masohwitz
                    Roy Brodsky             Issachor Miron
                    Henri Content           Freddy Morgan
                    Evelyn Danzig           Henry Onorati
                    Katherine K. Davis      Mitchell Parish
                    Paul Durand             Jad Paul
                    Morton Gould            Frank Perkins
                    Julius Grossman         Edgar Sampson
                    Yehiel Haggiz           Jack Segal
                    Kermit Leslie           Harry Simone
                    Walter Leslie           Sid Tepper
                                 John Vincent













<PAGE>

                                                                     EXHIBIT C-3

                                                                December 5, 1964

Mr. Samuel J. Buzzell
460 Park Avenue
New York, New York

Dear Mr. Buzzell:

            The following is the agreement between us:

            1. The undersigned is concurrently herewith acquiring from Mills
Music, Inc., a New York corporation, all of the assets of said company (said
Mills Music, Inc. and its affiliated companies being hereafter referred to as
"Old Mills"). The undersigned is desirous of having the employees and officers
of Old Mills continue to conduct the business presently conducted by Old Mills.
In this respect, it is the purpose and intention of the undersigned to employ
you to render to the undersigned your services as an employee upon the same
terms and conditions as such services have heretofore been rendered to Old
Mills, and the undersigned agrees to pay to you or for your benefit, the same
compensation and emoluments as you have heretofore received as an employee of
Old Mills, specifically as follows:

                  (a) You have heretofore served Mills Music, Inc. in the
capacity of Secretary and, as a result of your long experience in the music
publishing business, you have also rendered consultative and advisory services
to Old Mills.

                        You hereby agree to serve the undersigned in the
capacity of Secretary and to render to the undersigned consultative and advisory
services as and when reasonably requested by

<PAGE>

                                      - 2 -

the undersigned during the term of this agreement, and you agree to make
yourself available at reasonable times for such purposes.

                  (b) The undersigned hereby engages you to render the aforesaid
services and agrees to pay to you or for your benefit, in consideration for the
rendition by you hereafter of such services, the same compensation, expense
allowance, reimbursements, bonuses and emoluments as have heretofore been
payable by Old Mills to you or for your benefit. Payments therefor shall be made
by the undersigned in the same manner as Old Mills has done heretofore.

                  (c) It is understood and agreed that nothing herein contained
shall affect your unrestricted right to travel anywhere in the world or
otherwise to leave the State and City of New York at any time. It is accordingly
further understood and agreed that the undersigned's right to call upon you to
render the aforesaid services shall be limited to such times as you may be
physically present within the City of New York. You will, however, respond with
reasonable promptness to correspondence received when away from New York City.

            2. You have heretofore been retained as Counsel to said Old Mills.
The undersigned hereby retains you as Counsel to the undersigned for the term of
this agreement, and hereby agrees to pay to you the same retainer, legal fees
and other sums as have heretofore been payable to you by said Old Mills under
your retainer with it.

<PAGE>

                                      - 3 -

            3. In consideration of the foregoing you further agree that after
the date of termination of this agreement:

                  (a) You will not engage in the music publishing business
through any entity which contains in its corporate or trade name the word
"Mills."

                  (b) You will not advise, encourage or recommend to any author
(or to any wife, child, next of kin or successor of any author) who shall have
any rights in or to any musical compositions or lyrics in which Old Mills now
has any rights of any kind, that he (or they) shall either (i) refuse to grant
to the undersigned, or to any company affiliated with the undersigned, or (ii)
agree to grant to any person, persons or entities other than the undersigned or
any such affiliated company, any extension during the current or renewal
copyright terms of any right now held by the undersigned or such affiliated
company; provided however, that nothing contained in the foregoing shall limit,
prohibit or restrict your activities as an attorney-at-law representing any such
author (or wife, child, next of kin or successor) in making any disposition or
grant with respect to any such musical compositions or lyrics if the
determination to make such disposition or grant has not been made as a result of
your advice, encouragement or recommendation.

                  (c) You acknowledge that the undersigned is purchasing and
acquiring the assets and good will of said Mills Music, Inc. in reliance upon
your foregoing agreements in this paragraph 3.

<PAGE>

                                      - 4 -

            4. It is understood that our company is newly formed and will be
engaging in the music publishing business for the first time and for that reason
our requirements with regard to employees and employment and to legal counsel
are at this time not fully known, determined or crystallized and for that reason
we do hereby reserve the right to terminate your employment and legal retainer
at any time upon fifteen (15) days notice following February 28, 1965, and by
the same token, you may also have the right and privilege similarly, at any time
on or after February 28, 1965 to terminate your employment and legal retainer
hereunder upon fifteen (15) days notice given to us.

            5. Any dispute, controversy or claim arising out of or relating to
the compensation, expense allowances, reimbursements bonuses or emoluments, as
employee, or as to the retainer and legal fees to be paid, or the services to be
rendered under this contract shall be settled by arbitration in New York City in
accordance with the laws of the State of New York. Murry C. Becker of 41 East
42nd Street, New York, New York 10017, is designated by the parties hereto as
the sole arbitrator to hear and determine any and all of the foregoing matters
which may be in dispute and to render any award thereon embodying his
determination and judgment upon the award so rendered may be entered in any
court having jurisdiction thereof. If during the period of this agreement the
said Murry C. Becker shall die or refuse or neglect to act or be unable to act,
then in that event Daniel G. Ross is hereby designated as a

<PAGE>

                                      - 5 -

successor to said Murry C. Becker, such successor to have all the rights and
powers as sole arbitrator as are herein granted to the said Murry C. Becker. If
during the period of this agreement the said Daniel G. Ross shall die or refuse
or neglect to act or be unable to act, then in the event Albert A. DeStefano is
hereby designated as a successor to said Daniel G. Ross, such successor to have
all the rights and powers as sole arbitrator as are herein granted to the said
Daniel G. Ross. In the event of the death or the refusal, neglect or inability
of any of the foregoing to act as arbitrator, then a single arbitrator may be
designated by the American Arbitration Association to conduct the arbitration in
accordance with the rules then obtaining of the American Arbitration
Association, such arbitrator to have all the rights and powers hereinabove
granted to the said Murry C. Becker, Daniel G. Ross and Albert A. DeStefano.

            6. This agreement has been delivered in the State of New York. The
parties agree that it is a New York contract and all of its provisions shall be
construed under New York law. This agreement shall bind and benefit the parties
hereto, their heirs, next-of-kin, legal representatives, successors and assigns.

            Kindly indicate your agreement to employment by us

<PAGE>

                                       -6-

on the foregoing terms and conditions where indicated below.

                                        Yours truly,

                                        MILLS MUSIC, INC.,
                                              (a Delaware Corporation)

                                        By______________________________________

Accepted and agreed to:

_________________________________

<PAGE>

                                                                     EXHIBIT C-4

                                                              December 5 , 1964

Dear Sir:

            This will confirm the terms of your employment by the undersigned,
as follows:

            1. You do hereby represent and warrant that you have been employed
by Mills Music, Inc., a New York corporation, (herein called "Mills Music"),
and by certain of its affiliated companies (Mills Music and all such affiliated
companies being hereinafter referred to as "Old Mills") for some years prior to
this date and that, pursuant to said employment, you have agreed with your said
prior employer that upon termination of your employment by Mills Music for any
reason and with or without cause:

                  (a) You will not hereafter in any way encourage, recommend,
advise or counsel any author or any wife, child, next of kin or successor of any
author, to grant to any third party any rights in any musical composition or
lyrics in which Old Mills now holds any rights of any kind, or to refuse or
refrain from granting to Old Mills any extension during the current or renewal
copyright terms of any rights now held by such company.

                  (b) Neither you nor any company which is controlled by you
alone or in conjunction with

                              or of which you are a director, officer or partner
("controlled companies") will solicit or accept any grant of rights during the
initial or renewal term of copyright in any musical composition or lyrics in
which Old Mills has publishing

<PAGE>

                                     - 2 -

rights as of the date hereof.

                  (c) Neither you nor any of the controlled companies will for a
period of five years from the date hereof solicit or actively seek to enter into
or acquire any publication rights in any material written in whole or in part by
(i) any author listed on part A of the annexed schedule or (ii) unless all
agreements for such author's services between such author and Old Mills or any
assignee thereof shall have terminated at least one year earlier, any author
listed on part B of the annexed schedule.

            If any author described in above said part A shall without
solicitation offer publishing rights in any material written by him to you or to
any controlled company ("Publisher" for purposes of this paragraph), the
Publisher may enter into an agreement for publication of such material provided
that within ten days after execution of such agreement the Publisher shall give
written notice to Mills Music, Inc., a Delaware corporation ("New Mills")
enclosing a copy of such agreement. If within ten days after receipt of such
notice, New Mills shall give notice to the Publisher that it wishes to acquire
such contract by assignment, reimbursing the Publisher, for any advance or down
payment made thereunder, the Publisher shall use his best efforts to acquire the
author's consent to such assignment, and if such assignment can be obtained
within thirty days after receipt of the return notice, shall promptly thereafter
assign such contract to New Mills. If such consent has not been obtained within
thirty days, New Mills shall have no further rights

<PAGE>

                                      - 3 -

with respect to the publishing contract or any material written or published
pursuant thereto.

                  (d) Neither you nor any controlled company will hereafter
engage in any aspect of the music publishing industry in the United States or
Canada using as a trade name or in the name of any entity engaging in such
business the name "Mills".

                  (e) Nothing contained above shall prohibit you from performing
your duties as an employee of New Mills under the terms and conditions set forth
below.

            2. The undersigned is concurrently herewith entering into an
agreement with Mills Music for the purpose of acquiring all of the assets of
said company and will require employees to conduct the business heretofore
conducted by said Old Mills. In this respect, it is the purpose of the
undersigned to employ you to continue as an employee of the undersigned upon the
same terms and conditions as under your employment by Old Mills, specifically
including those hereinabove represented to have pertained to your employment
with Mills Music, and it is specifically understood and agreed that each and all
of the said provisions hereinabove described in Paragraph i shall hereafter
apply to and be binding upon you in your employment hereunder and that the
undersigned is purchasing and acquiring the assets and good will of said Mills
Music in reliance upon your undertaking accordingly.

            3. The compensation and reimbursement to be paid to you by the
undersigned pursuant to your employment hereunder shall be the same compensation
and reimbursement which you have heretofore been receiving as an employee of Old
Mills, Including, without limitation, the bonus arrangements and emoluments to
which you

<PAGE>

                                      - 4 -

would have been entitled from Old Mills had the assets of Mills Music not been
sold to New Mills.

            4. It is understood that our company is newly formed and will be
engaging in the music publishing business for the first time and for that reason
our requirements with regard to employees and employment are at this time not
fully known, determined or crystallized and for that reason we do hereby reserve
the right to terminate your employment at any time upon fifteen (15) days'
notice following January 15, 1965, and, by the same token, you may also have the
right and privilege similarly, at any time on or after January 15, 1965, to
terminate your employment hereunder upon fifteen (15) days' notice given to us,
provided, however, it is understood and agreed that your employment shall be
continuous during and throughout all periods to and including said January 15,
1965, and thereafter until notice is given by one party to the other.

            5. It is contemplated and agreed that any breach or violation by you
of the representations, warranties, terms and conditions hereinabove described
in Paragraphs 1 and 2 hereof would constitute an act or acts of unfair
competition to the undersigned. Therefore, without in any manner limiting the
foregoing, it is specifically understood and agreed that, in the event of the
breach by you of any of your undertakings hereunder as described in Paragraphs 1
and 2 above, the undersigned may not have an adequate, plain or speedy remedy at
law, and you do

<PAGE>

                                      - 5 -

therefore and hereby consent that the undersigned shall be entitled to
injunctive and equitable relief in addition to any and all other relief provided
by law and you hereby consent and agree that injunctions and restraining orders
attending the same may be granted by any court of competent jurisdiction to
prevent and restrain any breach by you of any of the terms and conditions and
covenants so provided.

            6. You will participate in the management of the undersigned in the
same manner and in the same capacity as you have heretofore participated in the
management of Mills Music subject to the following limitations.

                  (a) You will not cause the undersigned to increase the salary,
customary bonus or other emoluments of any executive or of any other employee
over and above that paid in the past to such executive or other employee by Old
Mills (except normal and necessary increases for other than executive
personnel), nor will you cause the undersigned to employ any additional persons
except for the purpose of replacing persons currently employed; and

                  (b) You will not cause the undersigned to make any acquisition
of any library or catalogue of music or acquire the rights in any music under
any arrangement involving a commitment or expenditure on behalf of New Mills in
excess of $2,500 (over and above normal royalty payments), without securing the
advance approval of the Board of Directors of the undersigned.

            7. Any dispute, controversy or claim aring out of or relating to
the compensation, expense allowances, reinbursements, bonuses or

<PAGE>

                                      - 6 -

emoluments to be paid or the services to be rendered under this contract shall
be settled by arbitration in New York City in accordance with the laws of the
State of New York. Murry C. Becker of 41 East 42nd Street, New York, New York
10017 is designated by the parties hereto as the sole arbitrator to hear and
determine any and all of the foregoing matters which may be in dispute and to
render any award thereon embodying his determination and judgment upon the award
so rendered may be entered in any court having Jurisdiction thereof. If during
the period of this agreement the said Murry C. Becker shall die or refuse or
neglect to act or be unable to act, then in that event Daniel G. Ross is hereby
designated as a successor to said Murry C. Becker, such successor to have all
the rights and powers as sole arbitrator as are herein granted to the said
Murry C. Becker. If during the period of this agreement the said Daniel G. Ross
shall die or refuse or neglect to act or be unable to act, then in that event
Albert A. DeStefano is hereby designated as a successor to said Daniel G. Ross,
such successor to have all the rights and powers as sole arbitrator as are
herein granted to the said Daniel G. Ross. In the event of the death or the
refusal, neglect or inability of any of the foregoing to act as arbitrator, then
a single arbitrator may be designated by the American Arbitration Association to
conduct the arbitration in accordance with the rules then obtaining of the
American Arbitration Association, such arbitrator to have all the rights' and
powers hereinabove granted to the said Murry

<PAGE>

                                      - 7 -

C. Becker, Daniel G. Ross and Albert A. DeStefano.

            8. This agreement has been delivered in the State of New York. The
parties agree that it is a New York contract and all of its provisions shall be
construed under New York law. This agreement shall bind and benefit the parties
hereto, and their heirs, next of kin, legal representatives, successors and
assigns.

            Kindly indicate your agreement to employment by us on the foregoing
terms and conditions where indicated below.

                                      Yours truly,

                                      MILLS MUSIC, INC,
                                      (a Delaware Corporation)

                                      By_______________________________________

ACCEPTED AND AGREED TO:

______________________________
<PAGE>

                                    SCHEDULE
    PART A

Leroy Anderson                                 Norman Malkin

Johnny Bradford                                Eric Masohwitz

Roy Brodsky                                    Issachor Miron

Henri Content                                  Freddy Morgan

Evelyn Danzig                                  Henry Onorati

Katherine K. Davis                             Mitchell Parish

Paul Durand                                    Jad Paul

Morton Gould                                   Frank Perkins

Julius Grossman                                Edgar Sampson

Yehiel Haggiz                                  Jack Segal

Kermit Leslie                                  Harry Simone

Walter Leslie                                  Sid Tepper

                                  John Vincent

    PART B

Dukes of Dixieland                             Martin Mailman

Carlos Chavez                                  Ernst Toch

Herb Ellis                                     John Vincent

Richard W. J. Hayman                           Richard Wernick

                                   Paul Winter

<PAGE>

                                                                       EXHIBIT D

                                                                December 5, 1964

Mills Music, Inc., a Delaware corporation
c/o Utilities & Industries Management Corp.
425 Park Avenue
New York, New York

Gentlemen:

            This letter will confirm that in order to induce you to purchase the
assets of Mills Music, Inc., a New york corporation ("Old Mills"), the
undersigned, Jack Mills, Irving Mills and Samuel J. Buzzell (the "Stockholders")
represent and warrant as follows;

            (1) Transfers to Old Mills. Prior to the execution hereof, the
Stockholders have transferred, assigned and delivered to Old Mills:

                  (a) All of their stock, securities and other interests in the
following organizations and entities (the "Affiliated Companies") to the extent,
if any, that each of the Stockholders individually owns any such interests:

                                  American Academy of Music Inc.

                                  Ranger Music Inc.

                                  Gotham Music Service, Inc.

                                  The B. F. Wood Music Company Inc.

                                  Pampa Music Publishing Association Inc.

                                  American Recording Artists Inc.

                                  Ankerford Music Corp.

                                  Paradise Music, Ltd.

<PAGE>

                                                                               2

                                  Mills Music of Canada, Ltd.

                                  Mills Music, Ltd. (England)

                                  B. F. Wood, Ltd.

                                  Mills France

                                  Mills Germany

                                  Mills Mexico

                                  Mills Brazil

                                  Mills Holland

                                  Mills Belgium

                  (b) Stock certificates representing unencumbered ownership of
all of the outstanding shares and rights to shares of all United States and
Canadian Affiliated Companies (other than shares owned by Old Mills and other
than shares marked on Exhibit 1 hereto as being not included in the contemplated
sale), properly endorsed for transfer, with all required federal and state stock
transfer stamps annexed, and with signatures guaranteed by Murry C. Becker,
Albert A. DeStefano or Max Fink.

                  (c) Assignments duly executed by each of the Stockholders in
the form annexed hereto as Exhibit 2.

                  (d) General mutual releases between each of the Stockholders
and all of the Affiliated Companies, except Ankerford Music Corp. and Paradise
Music, Ltd., in the form annexed hereto as Exhibit 3.

<PAGE>
                                                                               3

                  (e) Confirmatory grant in form annexed hereto as Exhibit 4
executed by Irving Mills, his wife Bessie Mills and his children Paul Mills,
Richard J. Mills, Robert Mills, Sidney Mills, Beatrice Myrow and Florence Seitz,
confirming the grant to Old Mills of exclusive publishing rights during all
terms of copyright and all extensions or renewals thereof in any and all songs
heretofore written in whole or in part by Irving Mills, to the extent that such
persons collectively now have or may in the future have the right to make
such grant.

                  (f) Duly executed resignations of each of the Stockholders as
directors of the Affiliated Companies in the form annexed hereto as Exhibit 5.

            2. Adoption of Plan of Liquidation. prior to the execution hereof
and following the transfers to old Mills represented and warranted in paragraph
1 hereof, Old Mills has adopted a plan of complete liquidation in the form
annexed hereto as Exhibit 6.

            3. Ownership. The ownership of all outstanding shares and interests
in those companies and publishing organizations described in Exhibit 1 hereto
are in accordance with the descriptions set forth in Exhibit 1 hereto. No
person, firm or corporation has any interests therein except as described in
Exhibit 1 hereto. Neither Jack Mills nor Irving Mills has any interest by way of
shares of stock, right to receive profits or other payments, or other beneficial
interests in or to any organization engaged in the music publishing business
other than Old Mills and the Affiliated Companies, except that they or either of
them

<PAGE>
                                                                               4

may be owners of publicly traded securities of entities which in turn are
directly or indirectly engaged in such business and except benefits to which
they or either of them may be entitled to receive as authors or composers of
musical material or works pursuant to publishing contracts or from performing
rights societies or from similar interests obtained by way of assignment from
either authors or composers or other owners. No party hereto shall have any
liability under this letter agreement by reason of the breach of any warranty,
representation or agreement contained in the preceding sentence other than such
of the parties named therein who shall have the interest, right or beneficial
interest with respect to which such breach shall be determined to exist.

            4. Validity of Stock. Old Mills, The B. F. Wood Music Company, Inc.,
Gotham Music Service, Inc., American Academy of Music, Inc., Ranger Music, Inc.
and Pampa Music Publishing Association, Inc., are duly organized and existing,
have not been dissolved, and are in good standing. All of the shares of stock of
Old Mills, and all of the shares of The B. F. Wood Music Company, Inc., Gotham
Music Service, Inc., American Academy of Music, Inc. Ranger Music, Inc. and
Pampa Music Publishing Association, Inc. held by the Stockholders prior to
their transfer to Old Mills as indicated in paragraph 1(a), have been validly
issued and are presently validly outstanding.

            5. Disclaimer of Rights. Neither Jack Mills nor Irving Mills nor any
member of the immediate family of either has the right to receive distribution
of profits or other payments from or as a result of the operation of, Old Mills
or any of the Affiliated Companies other than as reflected on Exhibit 1 hereto,
and in his capacity as author, composer, or assignee of author or composer under

<PAGE>
                                                                               5

any publishing agreement. No party hereto shall have any liability under this
letter agreement by reason of the breach of any warranty, representation or
agreement contained in this paragraph 5 other than the party hereto named in
this paragraph 5 who himself or whose immediate family has the right with
respect to which such breach shall be determined to exist.

            6. Options. There are no outstanding options, warrants or other
rights to acquire any copyrights or other assets of Old Mills (including the
Affiliated Companies), in whole or in part, except pursuant to contracts
entered into in the ordinary course of business and except that 50 shares of
Ankerford Music Corp. are held by Old Mills subject to the provisions of a
Stockholders' Agreement dated July 31, 1958 together with Exhibits A and B
thereto, copies of which have been furnished to you.

            7. Officers and Directors. Annexed hereto as Exhibit 7 is a complete
list of all officers and directors, and of all persons who have authority
customarily granted to officers or directors of a New York corporation, of Old
Mills and of all the Affiliated Companies.

            8. Employee Agreements. Except for the pension plan of Mills Music,
Ltd. (England), neither Old Mills nor any of the Affiliated Companies has a
policy or has followed a consistent past practice with respect to severance
benefits to any employee. Neither Old Mills nor any of the Affiliated Companies
has an employment agreement with any employee not terminable by such company on
30 days notice or less, and neither Old Mills nor any of the Affiliated
Companies, upon termination of the employment of any employee, will have any
obligation for severance pay to such employee except music arrangers and contact
men under union agreements with AF of M Local 802 and AF of L-CIO Local 22102.
Except for the union agreements

<PAGE>
                                                                               6

referred to above, neither Old Mills nor any of the Affiliated Companies has
entered into any agreement with a labor union.

            9. Records. The records of Old Mills and of the Affiliated Companies
made available to Management Corp. for inspection in New York City contain all
material contracts and commitments with authors, composers, music publishers and
users and licensors of musical compositions and all material leaseholds upon
premises occupied by Old Mills and the Affiliated Companies to which Old Mills
or any of the Affiliated Companies is now a party and of which any of the
Stockholders have knowledge, except for incidental contracts and commitments
located in other offices in the normal course of business.

            10. Litigation. None of the Stockholders is aware of any litigation
to which Old Mills or any of the Affiliated Companies is a party or of any
claim which has been made against Old Mills or any of the Affiliated Companies
which is material or which might materially affect the copyright interests
claimed by Old Mills and by such Affiliated Company or Old Mills or any other of
the Affiliated Companies except as listed in Exhibit 8 annexed hereto.

            11. Financial Statements. Profit and loss statements of Old Mills
and of the Affiliated Companies for the fiscal year 1963

<PAGE>
                                                                               7

prepared by Frendel, Brown & Co. and previously submitted to Management Corp.
accurately and completely reflect the composite results of operations of Old
Mills and of the Affiliated Companies for the year 1963, and the balance sheets
of such companies as of December 31, 1963 prepared by such accountants and
previously submitted to Management Corp. accurately reflect the composite
financial condition of Old Mills and of the Affiliated Companies as of that
date. No distribution or transfer of assets has been made by Old Mills to any of
its shareholders or by any of the Affiliated Companies to any of their
shareholders (other than to Old Mills) since December 31, 1963 except as
reflected on Exhibit 9.

            12. The financial statements of and for Old Mills, B. F. Wood Music
Company, Inc., Gotham Music Service, Inc., American Academy of Music, Inc.,
Ranger Music, Inc., and Pampa Music Publishing Association, Inc. (the
"Corporations") submitted by Frendel, Brown & Co. under transmittal date of June
3, 1963 and representing the financial conditions of the Corporations as at
December 31, 1962, are true and correct and accurately reflect the financial
condition of the Corporations, and each of them, as of said date; and considered
upon a composite

<PAGE>
                                                                               8

basis the financial condition of the Corporations, and each of them, as may be
reflected as of January 23, 1964 by any future audit performed by said
accounting firm under the same or similar conditions are substantially the same
as thus reflected on said statements; the financial conditions prevailing for
the end of the years 1960 and 1961 were substantially the same as thus reflected
for the said year 1962; and the financial conditions of the Corporations have
not varied in substantial manner since the expiration of said year 1962.

            13. Obligations. As of immediately prior to the closing under an
agreement of even date herewith between Mills Music, Inc., a Delaware
corporation ("New Mills"), Utilities & Industries Management Corp. and Old Mills
providing for the sale of the assets of Old Mills to New Mills, there are no
obligations of the Corporations save and except as herein mentioned and as
reflected by said financial statements of December 31, 1962, and obligations
thereafter incurred in the ordinary course of business. All corporation income
and excise taxes of the Corporations accrued for all periods prior to December
31, 1962 have been paid and discharged by the Corporations.

            14. Long-Term Contracts. None of the Corporations have any long-term
contracts or commitments except to authors, composers, music publishers, users
of musical compositions

<PAGE>
                                                                               9

and respecting leaseholds upon premises occupied by the Corporations or certain
of them and utilized in the business of the Corporations, or certain of them.

            15. No Adverse Events. Since December 31, 1963, the business of Old
Mills and of the Affiliated Companies has continuously been conducted in
substantially the same manner as previously and there has been no materially
adverse change in the composite business, operations or financial condition of
Old Mills and the Affiliated Companies as a unit.

            16. Survival of Warranties and Representations, and Apportionment of
Liability. All warranties and representations in this letter agreement shall
survive the delivery hereof, except that the warranty made in paragraph 8 hereof
shall not apply to arrangements with employees resident outside of the United
States of Old Mills or of any of the Affiliated Companies whose employment
shall not have been terminated within two years following the closing hereunder.
Except as otherwise provided herein the liability of the Stockholders for
breach of any representation, warranty or agreement contained in this letter
agreement shall be in the proportions listed below:

<TABLE>
<S>                     <C>
Jack Mills              45%

Irving Mills            45%

Samuel J. Buzzell       10%
</TABLE>

<PAGE>
                                                                              10

            17. Right to Defend. If any action, claim or proceeding is asserted
that might result in a liability for which it is claimed that the Stockholders
would be liable, New Mills will promptly give the Stockholders written notice
thereof, and the Stockholders, or any of them, shall have the right to
participate, with counsel of their choice and at their own expense, in the
defense of any such action, claim or proceeding. Participation or failure to
participate in the defense of any such action, claim or proceeding shall not be
deemed an admission by the Stockholders, or any of them, of liability under this
letter agreement or otherwise.

            18. Escrow. As collateral security for any obligation of the
Stockholders based upon any breach of representations, warranties or agreements
contained in this letter agreement, the Stockholders will cause to be delivered
to The Marine Midland Trust Company of New York as Escrow Agent, to be held by
the Escrow Agent subject to the terms and conditions of an escrow agreement in
the form annexed hereto as Exhibit 10, so much of the proceeds which any of them
receive from any sale, redemption or other disposition of a part or all of
their stock in Old Mills as shall not exceed in the case of Jack Mills $225,000,
in the case of Irving Mills $225,000, and in the case of Samuels J. Buzzell,
$50,000.

<PAGE>
                                                                              11

            19. Miscellaneous.

                  (a) Titles given to paragraphs hereunder are for general
information only and shall not influence the construction of the language of
this letter agreement.

                  (b) This letter agreement has been delivered in the State of
New York. The undersigned agree that all of its provisions shall be construed
under New York law.

                  (c) This letter agreement shall bind the undersigned, their
respective heirs, next of kin, legal representatives, successors and assigns,
and shall benefit New Mills, its successors and assigns.

                  (d) This letter agreement may be signed in several
counterparts all of which, taken together, shall constitute the
representations and warranties of the Stockholders.

                                               Very truly yours,

                                               _________________________________
                                                         Jack Mills

                                               _________________________________
                                                         Irving Mills

                                               _________________________________
                                                         Samuel J. Buzzell

ACCEPTED AND AGREED TO:

MILLS MUSIC, INC., a
   Delaware corporation

By___________________________
<PAGE>

                                                                       EXHIBIT 1
<TABLE>
<CAPTION>
                                          Outstanding Shares (Ownership is
                                          Beneficial, and of Record unless
Name of Company                           otherwise noted)                                Owner*
----------------------------------        ---------------------------------     -------------------------
<S>                                       <C>                                   <C>
Mills Music, Inc., a                      45 Class A                            Jack Mills
New York corporation                      45 Class A                            Irving Mills
("Mills Music, Inc.")                     10 Class A                            Samuel J. Buzzell
                                          4,455 Class B                         Jack Mills
                                          4,455 Class B                         Irving Mills
                                          990 Class B                           Samuel J. Buzzell

The B. F. Wood Music Company,               90                                  Jack Mills
     Inc.                                   90                                  Irving Mills
                                            20                                  Samuel J. Buzzell

Ranger Music, Inc.                          90                                  Jack Mills
                                            90                                  Irving Mills
                                            20                                  Samuel J. Buzzell

American Academy of Music, Inc.             45                                  Jack Mills
                                            45                                  Irving Mills
                                            10                                  Samuel J. Buzzell

Gotham Music Service, Inc.                  45                                  Jack Mills
                                            45                                  Irving Mills
                                            10                                  Samuel J. Buzzell

Pampa Music Publishing Association,         45                                  Jack Mills
     Inc.                                   45                                  Irving Mills
                                            10                                  Samuel J. Buzzell

American Recording Artists,                100                                  Mills Music, Inc.
     Inc.

Ankerford Music Corp.                       50                                  Mills Music, Inc.
                                            50**                                Leroy Anderson
                                                                                Walter Kerr and
                                                                                Jean Kerr
                                                                                Joan Ford

Mills Music, Ltd.                         1000                                  Mills Music, Inc.
</TABLE>

----------------------------------
*Owner prior to the transfers referred to in paragraph 1 of the letter agreement
 to which this schedule is Exhibit 1.

**Not included in sale.

<PAGE>

                                                             EXHIBIT 1 (con'td.)

                                                             Page 2
<TABLE>
<CAPTION>
                                Outstanding Shares
                                (Ownership is Beneficial,
                                and of Record unless
Name of Company                 otherwise noted)                       Owner*
---------------------------     -------------------------       ------------------------
<S>                             <C>                             <C>
Paradise Music, Ltd.            50                              Mills Music, Ltd.
                                50**                            (composer's name unknown)

B. F. Wood, Ltd.                1,000                           The B. F. Wood
                                                                Music Company, Inc.

Mills France                    100% interest                   Mills Music, Inc.

Mills Germany                   100% interest                   Mills Music, Inc.

Mills Mexico                    100% (Beneficial only)          Mills Music, Inc.

Mills Brazil                    100% Beneficial interest
                                (50% Record Interest)           Mills Music, Inc.

Mills Holland                   100% interest                   Mills Music, Inc.

Mills Belgium                   100% interest                   Mills Music, Inc.

Mills Music of Canada, Ltd.     45                              Jack Mills
                                45                              Irving Mills
                                10                              Samuel J. Buzzell
</TABLE>

---------------------------
*Owner prior to the transfersreferred to in paragraph 1 of the letter agreement
 to which this schedule is Exhibit 1.

**Not included in sale.

<PAGE>

                                                                    EXHIBIT 2

                                                                December 5, 1964

            Each of the undersigned hereby assigns and transfers to Mills Music,
Inc., a New York corporation, its successors and assigns, all interest of every
kind which he now has in any of the following organizations or entities:

            The B. F. Wood Music Company, Inc.
            Ranger Music, Inc.
            American Academy of Music, Inc.
            Gotham Music Service, Inc.
            Pampa Music Publishing Association, Inc.
            American Recording Artists, Inc.
            Ankerford Music Corp.
            Mills Music, Ltd.
            Paradise Music, Ltd.
            B. F. Wood, Ltd.
            Mills France
            Mills Germany
            Mills Mexico
            Mills Brazil
            Mills Holland
            Mills Belgium
            Mills Music of Canada, Ltd.

            It is understood that the foregoing assignment and transfer does not
include any rights which any of the undersigned may have as author, composer or
assignee of author or composer under any publishing agreement.

                                                     _________________________
                                                            Jack Mills

                                                     _________________________
                                                           Irving .Mills

                                                     _________________________
                                                         Samuel J. Buzzell

<PAGE>

                                                                       EXHIBIT 3

            In consideration of the mutual releases contained herein Jack Mills,
Irving Mills and Samuel J. Buzzell and each of them (hereinafter called
"Employees") jointly and severally have remised, released and forever discharged
and by these presents do for themselves, their heirs, executors, administrators
and assigns remise, release and forever discharge, The B.F. Wood Music Company,
Inc., Ranger Music, Inc., American Academy of Music, Inc., Gotham Music Service,
Inc., Pampa Music Publishing Association, Inc., American Recording Artists,
Inc., Mills Music, Ltd., B. F. Wood, Ltd., Mills France, Mills Germany, Mills
Mexico, Mills Brazil, Mills Holland, Mills Belgium, Mills Music of Canada, Ltd.
(hereinafter collectively called "Companies"), their successors and assigns of
and from all manner of actions, causes of action, suits, debts, dues, sums of
money, accounts, reckoning, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law, in admiralty, or in
equity, which against any Company or Companies they (or any of them) ever had,
now has or which they or their heirs, executors, administrators, or successors
hereafter can, shall or may have for, upon or by reason of any matter, cause or
thing whatsoever from the beginning of the world to the day of the date of these
presents, except for any and all rights which they or any of them may have as
author, composer or assignee of author or composer under any publishing
agreement.

            In consideration of the mutual releases contained herein the
Companies jointly and severally have remised, released and

<PAGE>

forever discharged and by these presents do for themselves, their heirs,
executors, administrators and assigns remise, release and forever discharge the
Employees, their heirs, administrators, executors, successors and assigns of and
from all manner of actions, causes of action, suits, debts, dues, sums of money,
accounts, reckoning, bonds, bills, specialties, covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages, judgments,
extents, executions, claims and demands whatsoever, in law, in admiralty, or in
equity, which against any Employee they (or any of them) ever had, now has or
which they or their successors hereafter can, shall or may have for, upon or by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the day of the date of these presents.

            The releases contained herein are intended as releases of all claims
whether known or unknown.

            This release may not be changed orally.

            This agreement may be signed in several counterparts all of which,
taken together, shall constitute the agreement of the parties .

            IN WITNESS WHEREOF, the undersigned have hereunto set their hands
and seals the 5th day of December, 1964.

                                      [Appropriate signature lines and
                                         Acknowledgments to be Added]

                                       _______________________________________
<PAGE>

                                                                       EXHIBIT 4

            The undersigned hereby confirm that they have heretofore granted to
Mills Music, Inc., a New York corporation, to the fullest extent that they now
have the right to make such grant or may in the future acquire such right,
exclusive publishing rights during all terms of copyright and all extensions or
renewals thereof in any and all songs heretofore written in whole or in part by
Irving Mills so that to the extent that such persons may have or may in the
future acquire the right to make such grant, Mills Music, Inc., a New York
corporation, shall have the right to publish all such songs on the same terms
and conditions as now apply to the publishing of songs by Irving Mills on
currently prevailing terms in the industry.

            No such person makes any representation or warranty that he or she
has any power to grant rights in any such song except that each such person
represents and warrants that he or she has not granted any publishing rights in
any such song to any person other than Mills, Music, Inc. a New York
corporation.

            Each of the undersigned will hereafter promptly on request from
Mills Music, Inc., a New York corporation, execute and deliver to such
corporation such further documents as Mills Music, Inc., a New York corporation,
may reasonably request to evidence such grant of publishing rights to Mills
Music, Inc., a New York corporation.
_____________________________          __________________________________
        ROBERT MILLS                            IRVING  MILLS

_____________________________          __________________________________
        SIDNEY MILLS                            BESSIE MILLS

_____________________________          __________________________________
        BEATRICE MYROW                          PAUL MILLS

_____________________________          __________________________________
        FLORENCE SEITZ                          RICHARD J. MILLS

<PAGE>

                                                                       EXHIBIT 5
                                                                December 5, 1964

            The undersigned hereby resign effective immediately as directors of
each of the corporations and/or entities listed below in which they now hold any
such positions:

                    American Academy of Music, Inc.
                    Ranger Music, Inc.
                    Gotham Music Service, Inc.
                    The B. F. Wood Music Company, Inc.
                    Pampa Music Publishing Association, Inc.
                    American Recording Artists, Inc.
                    Ankerford Music Corp.
                    Mills Music of Canada, Ltd.
                    Mills Music Limited (England)
                    B.F. Wood, Ltd.
                    Mills France
                    Mills Germany
                    Mills Mexico
                    Mills Brazil
                    Mills Holland
                    Mills Belgium
                    Paradise Music, Ltd.

                                    _____________________________
                                            Jack Mills

                                    _____________________________
                                           Irving Mills

                                    _____________________________
                                          Samuel J. Buzzell
<PAGE>

                                                                       EXHIBIT 6

                         PLAN OF COMPLETE LIQUIDATION

                                       of

                                MILLS MUSIC, INC.

                            (A New York Corporation)

            The following Plan of Complete Liquidation (the "Plan") of MILLS
MUSIC, INC. (the "Corporation") shall be effective upon its approval by the
Stockholders of the Corporation:

                  1. The Corporation will not engage in any business activities
            except those necessary to preserve and realize the values of its
            properties and to wind up its affairs and to distribute its assets
            in accordance with the Plan. The directors and at the pleasure of
            the directors, the officers, will continue in office solely for
            these purposes.

                  2. All known or ascertainable liabilities of the Corporation
            shall be promptly paid or provided for. There shall also be set
            aside in cash a reserve fund in an amount estimated by the directors
            to be reasonably necessary for the payment of all claims,
            liabilities and expenses (including expenses of the liquidation and
            distribution of assets).

                  3. As promptly as practicable thereafter (but in no event
            later than one year from the date of adoption of this Plan by the
            stockholders), all

<PAGE>

            the assets of the Corporation (including the proceeds of sale of any
            assets hereafter sold by the Corporation), less any assets retained
            to meet claims, shall be distributed, in one distribution or in
            several partial distributions, to the stockholders in complete
            liquidation of the Corporation, upon the surrender by the
            stockholders of their certificates representing the Capital Stock of
            the Corporation. Each stockholder shall receive, in such complete
            liquidation, the proportion of such proceeds to which he is entitled
            under the laws of the State of New York.

                  4. At such time as the directors of the Corporation may
            determine that all liabilities of the Corporation whatsoever have
            been paid or otherwise provided for and that there is no further
            need for the retention of any assets to meet claims, the directors
            may distribute any amount remaining to the stockholders pro rata.

                  5. Within thirty (30) days after this plan becomes effective,
            the officers shall file a United States Treasury Form 966 pursuant
            to Section 6043 of the Internal Revenue Code of 1954.

                  6. The directors and, subject to the direction of the
            directors, the officers of the Corporation, shall perform all such
            acts as they may consider necessary or appropriate to carry out the
            provisions

                                       -2-
<PAGE>

            of this Plan and to accomplish the dissolution and liquidation of
            the Corporation, including, without limitation, the execution and
            filing with the Secretary of State of the State of New York a
            Certificate of Dissolution of the Corporation pursuant to Article 10
            of the Business Corporation Law of New York.

                                       -3-
<PAGE>

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

                  SAMUEL J. BUZZELL, being duly sworn, deposes and says:

            That he is the Secretary of MILLS MUSIC, INC. (the "Corporation"), a
corporation duly formed under the laws of the State of New York; and that the
foregoing is a true and correct copy of the Plan of Complete Liquidation of the
Corporation, adopted, subject to approval by the stockholders of the
Corporation, at a special meeting of the Board of Directors of the Corporation
held on December 5, 1964 at the offices of Paul, Weiss, Rifkind, Wharton &
Garrison, 575 Madison Avenue, New York, New York 10022, and approved by the
unanimous vote of the holders of all the capital stock of the Corporation, at a
special meeting of the stockholders of the Corporation held on December 5, 1964
at the offices of Paul, Weiss, Rifkind, Wharton & Garrison, 575 Madison Avenue,
New York, New York 10022.

            WITNESS my hand and the seal of the Corporation this 5th day of
December, 1964.

                                      ___________________________________

[Seal]

Subscribed and sworn to before
me this 5th day of December, 1964

_________________________________
           Notary Public
<PAGE>

                                                                       EXHIBIT 7

            Jack Mills, Irving Mills and Samuel J. Buzzell are directors of
Mills Music, Inc., a New York corporation, and of all the Affiliated Companies
in the United States, Canada and England. The additional officers and directors
are as follows: Each of

Mills Music, Ltd:
Paradise Music, Ltd.
B. F. Wood, Ltd.

       Managing Director:                 Cyril Gee

       Secretary:                         John Alfred Crease Barradde

       Alternate Director:                Walter Frederick Lyons

Mills Prance:

       Managing Director:                 Gerard Tournier

Mills Germany:

       Managing Director:                 Rolf Budde

Mills Brazil:

       Managing Director:                 Enrique Levendiger

Mills Holland:

       Managing Director:                 Designees of Les Editions
                                          International Basart N.V.

Mills Mexico:

       Managing Director:                 Designee of Corporation
                                          Artistica Musical Produiciones
                                          y Ediciones Internacional

<PAGE>

                                                              EXHIBIT 7 - Page 2

B. F. Wood Music Company, Inc.
Gotham Music Service, Inc.
Ranger Music, Inc.

       Assistant Treasurer:               Louis Schwartz

American Academy of Music
Pampa Music Publishing Association,Inc.

       Assistant Treasurer:               William Mittler

<PAGE>

                                                                       Exhibit 8

            1.    Action in the United States Court of Appeals for the Second
Circuit entitled Clarence Muse and Mills Music, Inc. v. Robert Mellin, Robert
Music Corporation, Sherwin Music, Inc. and American Society of Composers,
Authors and Publishers.

            2.    Action in the U. S. District Court for the Southern District
of New York (Index No. 63 Civ 1713) Otis Rene d/b/a Excelsior Publications and
Leon Rene d/b/a Leon Rene Publications v. Mills Music, Inc.

            3.    Action in the Supreme Court, State of New York, County of New
York (Index No. 28291/61) Rita Puccini v. Mills Music, Inc. - Mills Music, Inc.
v. Dante Del Fiorentino.

            4.    Claim by the American Guild of Authors and Composers for
improper accounting with respect to certain mechanical income relative to
commission of Harry Fox.

            5.    Claim by Emil Hild against Mills Music, Inc. for breach of
contract.

<PAGE>

                                                                       EXHIBIT 9

<TABLE>
<CAPTION>
                                               Aggregate
 Corporation                                   Dividends
 -----------                                   ---------
<S>                                            <C>
Mills Music, Inc., a New York corporation      $  10,000

The B. F. Music Company, Inc.                      5,000

Gotham Music Service, Inc.                         5,000

American Academy of Music, Inc.                    5,000

Mills Music of Canada, Ltd.                        8,750
                                               ---------
                                   Total       $  33,750
                                               =========
</TABLE>

            In addition the companies have continued past practices of paying
salaries, legal fees, royalties and bonuses and premiums on certain life
insurance policies owned by employees, and past practices of reimbursing
business expenses and paying business expense allowances, and making payments
for major medical and hospitalization insurance and other employee benefits, and
have paid additional dividends not in excess of the aggregate amount of $33,000.
<PAGE>

                                                                      EXHIBIT 10

                                                                December 5, 1964

The Marine Midland Trust Company
  of New York
Corporate Trust Department
120 Broadway
New York, New York

Attention: Frank C. Straat

Dear Sirs:

      The undersigned, Jack Mills, Irving Mills, and Samuel J. Buzzell (the
"Stockholders") will upon the sale, redemption or other disposition of a part or
all of their stock in Mills Music, Inc., a New York corporation, cause to be
delivered to you so much of the proceeds, in cash or by certified check, which
any of them receive from such sale, redemption or other disposition, as shall
not exceed, in the case of Jack Mills, $225,000, in the case of Irving Mills,
$225,000, and in the case of Samuel J. Buzzell, $50,000 (which sum aggregating a
maximum of $500,000, together with any income thereon and less any distributions
made therefrom is herein referred to as the "Escrow Fund") to be held by you in
escrow on the terms and conditions set forth in this letter. Such funds are to
be held by you as collateral to secure any obligation which the undersigned
Stockholders may have from time to time to Mills Music, Inc., a Delaware
corporation ("New Mills") as a result of any breach of representations,
warranties or agreements contained in a letter dated December 5, 1964, to New
Mills from the Stockholders (the "Letter Agreement").

      The terms on which such Escrow Fund is to be held

<PAGE>
                                                                              2.

by you are as follows:

      1.    (a) It is intended that New Mills shall have a first lien upon the
Escrow Fund held by you from time to time in the amount of any claim it may have
against the Stockholders under the Letter Agreement, and any claims of any third
party against such fund shall be subordinated to such rights of New Mills.

            (b) While you may commingle the funds constituting the Escrow Fund,
it is nevertheless understood that the fund delivered to you by or on behalf of
any one of the Stockholders constitutes security only for his obligations to
New Mills under the Letter Agreement and you shall, accordingly, maintain
records indicating the amount of the Escrow Fund that at any time is
attributable to each of the Stockholders individually, such amounts being for
these purposes accounts held by you for the respective Stockholder. In the case
of each of the three stockholders, such accounts, as they may in your records
from time to time be constituted, shall be known respectively as the "Jack Mills
Account", the "Irving Mills Account" and the "Buzzell Account."

            (c) The lien of New Mills with respect to the Escrow Fund, in the
event of any liability of the Stockholders secured by such fund, shall be
limited as follows:

                  (1) In the event of liability on the part of all three
Stockholders, to the extent that such lien shall exist, the respective
Stockholder accounts shall be subject thereto only up to the following
percentage of the total dollar amount of such liability: The Irving Mills
Account 45%, the

<PAGE>
                                                                              3.

Jack Mills Account 45%, the Buzzell Account 10%;

                  (2) In the event of liability on the part only of two of the
three Stockholders, to the extent that any such lien shall exist (i) the account
of the third Stockholder shall not be subject thereto, (ii) if the two
stockholders who are so liable shall be Jack Mills and Irving Mills, then the.
Jack Mills Account and the Irving Mills Account shall each be subject to such
lien to the extent of 50% of the total amount of such liability, (iii) if the
two Stockholders who are so liable shall be Samuel Buzzell and either Irving
Mills or Jack Mills, then the Buzzell Account shall be subject to such lien only
up to 18.18% of such liability and the Irving Mills Account or the Jack Mills
Account as the case may be shall be subject to such lien only up to 81.82% of
such liability.

                  (3) In the event of liability on the part of only one of the
three Stockholders, to the extent that any such lien shall exist, only the
account of such Stockholder shall be subject thereto.

                  (4) To the extent that any of the Stockholders' accounts
shall not be subject to the lien of New Mills pursuant to the preceding :
subparagraphs of this subparagraph (c), that portion of the Escrow Fund shall
be free of any lien and shall be distributed to such Stockholder or
Stockholders, subject to any limitation on distribution set

<PAGE>
                                                                              4.

set forth in the provisions of paragraph 2 hereof.

      2.    No distribution or payment shall be made from the Escrow Fund to any
person except as follows:

            (a) Net income and net realized profits over and above realized and
unrealized losses shall be distributed periodically to the Stockholders. All
determinations of income, profits, losses and net worth of the Escrow Fund shall
be made by the escrow agent and such determinations shall be conclusive and
binding. Each stockholder shall receive that portion of such income and profits
as bears the same proportion to the whole thereof as the amount then
constituting that Stockholder's account bears to the entire Escrow Fund after
deduction of such income and profits.

            (b) In addition to the distributions provided under subparagraphs 2
(a), (c), (d) and (e) distributions shall be made at any time upon written
instructions in form satisfactory to New Mills, you and your counsel executed by
New Mills and by all of the Stockholders or authorized representatives or
successors in interest of such parties or as directed by a court of competent
jurisdiction.

            (c) On the first anniversary of the date of this agreement
distribution shall be made to each of the Stockholders of an amount equal to
one-half of the amount then constituting that Stockholder's account less the
aggregate maximum liabilities asserted against that Stockholder as stated in
claim letters described in paragraph 3 below; provided, however, that New Mills
is concerned with regard to possible Federal Income and State Franchise Taxes,
and it is

<PAGE>
                                                                              5.

understood that the distribution provided for in this subparagraph (c) shall not
be made prior to eighteen months after the date hereof unless Federal Income Tax
audits of all years of Old Mills and of the affiliated companies incorporated in
the United States to and including December 31, 1963, shall have been completed.

            (d) On the second anniversary date of this agreement distribution
shall be made to the Stockholders of the entire Escrow Fund in excess of the
aggregate maximum Liabilities of the Stockholders stated in claim letters
described in paragraph 3 by distributing to each Stockholder an amount equal to
the amount constituting that Stockholders' account less the aggregate maximum
liabilities asserted against that Stockholder as stated in such claim letters.

            (e) From time to time after the second anniversary date there shall
be distributed to each Stockholder that portion of the Escrow Fund which shall
then be equal to so much of that Stockholder's account, as then constituted, as
shall be in excess of the maximum amount of not finally determined liabilities
asserted against that Stockholder as stated in claim letters described in
paragraph 3 ("Not Finally Determined Liabilities"). Not Finally Determined
Liabilities are liabilities in favor of New Mills and against one or more of the
Stockholders which are stated in claim letters described in paragraph 3, the
disposition of which has not been finally determined by settlement between New
Mills and such Stockholder or Stockholders, consent of such Stockholder or
Stockholders or adjudication between New Mills and such Stockholder or
Stockholders by a court of

<PAGE>
                                                                              6.

competent Jurisdiction without any further rights to appeal or apply for
certiorari. New Mills will proceed with due diligence to secure the final
determination of Not Finally Determined Liabilities.

            (f) If the Escrow Fund at the time of any distribution to any of the
Stockholders shall consist in whole or in part of assets other than cash, each
such asset shall be distributed proportionately to the Stockholders.

      3.    If at any time that any portion of the Escrow Fund is retained by
you, New Mills shall in good faith have cause to believe that it has a claim
against one or more of the Stockholders based upon a good faith allegation of
breach of a warranty contained in or an agreement granted in the Letter
Agreement, New Mills shall give to you and to each of the Stockholders written
notice ("claim letters') stating in reasonable detail to the extent known to New
Mills the grounds for the alleged breach and the maximum amount of possible
liability asserted against each of the Stockholders on account thereof and any
Stockholder shall have the right to deny or defend or otherwise determine the
same at his own expense. Neither action taken by any of the Stockholders by way
of denial or defense nor any failure of any Stockholder to take any such action
shall be deemed an admission by the Stockholder, or any of them, of any
liability or of any right of New Mills with respect to the Escrow Fund.

<PAGE>
                                                                              7.

      4.    If any action, claim or proceeding is asserted that might result in
a liability for which it is claimed that the Stockholders or any of them would
be liable and with respect to which a lien against the Escrow Fund may be
claimed, New Mills will promptly give the Stockholders written notice thereof,
and the Stockholders, or any of them, shall have the right to participate,
with counsel of their own choice and at their own expense, in the defense of any
such action, claim or proceeding. Participation or a failure to participate in
the defense of any such action, claim or proceeding shall not be deemed an
admission by the Stockholders, or any of them, of any liability or of any rights
by New Mills with respect to the Escrow Fund.

      5.    So long as the Escrow Fund or any portion thereof is retained by you
as Escrow Agent, such fund shall be invested by you in such manner as may be
directed by the Stockholders, or their authorized representatives acting
jointly; provided that unless an investment is also first approved in writing by
New Mills, no investment shall be made in any property other than (i)
obligations permitted to fiduciaries under the laws of the State of New York, or
(ii) securities listed on the New York or American Stock Exchanges.

      6.    So long as any portion of the Escrow Fund is retained by you, you
shall render quarterly statements to each of the Stockholders and to New Mills
setting forth in detail all transactions which have taken place on behalf of the
Escrow

<PAGE>
                                                                              8.

Fund since the last previous statement, and setting forth the assets of the
Escrow Fund as of the close of such quarter.

      7.    For ordinary services hereunder, you shall receive $500.00, plus
out-of-pocket expenses including the fees of your counsel, payable equally by
the Stockholders and New Mills. For purposes of this paragraph 7 the obligations
of the Stockholders shall be in the following proportions:

<TABLE>
<S>                       <C>
Jack Mills                45%
Irving Mills              45%
Samuel J. Buzzell         10%
</TABLE>

      8.    Your duties and obligations hereunder shall be determined solely by
the express provisions of this agreement, it being specifically understood that
the following provisions are accepted by all parties hereto:

            (a) You shall not be liable to anyone whatsoever by reason of any
error of judgment or for any act done or step taken or omitted by you in good
faith or for any mistake of fact or law or for anything which you may do or
refrain from doing in connection herewith unless caused by or arising out of
your own gross negligence or wilful misconduct. The Stockholders and New Mills
shall, jointly and severally, indemnify and hold you harmless from any and all
liability and expense which may arise out of any action taken or omitted by you
as escrow agent in accordance with this agreement, as the same may be amended,
modified or supplemented, except such liability and expense as may result from
your own gross negligence or wilful misconduct.

            (b) You shall be entitled to rely and shall be protected in acting
in reliance upon any instructions or directions

<PAGE>
                                                                              9.

furnished to you in writing by the Stockholders or New Mills pursuant to any
provision of this agreement and shall be entitled to treat as genuine and as the
document it purports to be, any letter, paper or other document furnished to
you by any of the Stockholders or New Mills pursuant to any provision of this
agreement. You may rely and shall be protected in acting or refraining from
acting, as the case may be, in accordance with any resolution, certificate,
statement, report, notice, order, letter, telegram, cablegram or other paper or
document believed by you to be genuine and to have been signed and presented by
the proper party or parties.

            (c) You may consult with legal counsel or certified public
accountants in the event of any dispute or question as to the construction of
any of the provisions hereof or your duties hereunder and any written opinion of
counsel or firm of independent public accountants shall be full and complete
authorization and protection in respect of any action taken or suffered by you
hereunder in good faith and in accordance with such opinion of counsel or
independent public accountants.

            (d) In the event of any disagreement between any of the parties to
this agreement or between them or any of them and any other person resulting in
adverse claims and demands being made in connection with or for the Escrow Fund,
you shall be entitled, at your option, to refuse to comply with any claims or
demands on you as long as such disagreement shall continue and in so refusing
you may make no delivery or other disposition of any of the Escrow Fund, and in
so doing you shall not be or become

<PAGE>
                                                                             10.

liable in any way or to any person for your failure or refusal to comply with
such contradictory or adverse demands. You shall be entitled to continue so to
refrain from acting and so to refuse to act until either (i) the right of
adverse claimants shall have been finally adjudicated in a court assuming and
having jurisdiction of the Escrow Fund or (ii) all differences I shall have been
adjusted by agreement and you shall have been notified thereof in writing as
herein provided.

            (e) Nothing in this paragraph 8 shall preclude you from instituting
an appropriate action either for interpleader, declaratory relief or otherwise
in a New York court of competent jurisdiction, state or federal, but you shall
not be under any obligation to institute any such suit, or to take any
proceedings or in any way to defend any such suit or proceeding instituted by
reason of your having custody of the Escrow Fund until such time as you shall be
indemnified to your satisfaction against all costs, expenses, outlays,
reasonable counsel fees and other disbursements and against all possible claims
for damages for which you may become liable or responsible.

            (f) Any liability of the Stockholders and New Mills to the escrow
agent under this paragraph 8 shall as between the Stockholders and New Mills be
in the proportions set forth below:

<TABLE>
<S>                                 <C>
New Mills                               50%
Jack Mills                          22-1/2%
Irving Mills                        22-1/2%
Samuel J. Buzzell                        5%
</TABLE>
<PAGE>

                                                                             11.

Nothing in this paragraph 8 shall be deemed to deny any rights for
contribution or reimbursement which New Mills or any of the Stockholders may
have against one another.

      9. Any notices to be given hereunder shall be in writing and delivered by
hand or sent by registered or certified mail, return receipt requested, and
shall be deemed given twenty-four (24) hours after being deposited in the United
States Mail - air mail if mailed more than 500 miles from the address to which
sent. Any such notices shall be sent to:

                  Mills Music Inc., a Delaware corporation
                  c/o Utilities & Industries Management Corp.
                  425 Park Avenue
                  New York, New York   10022

                  Jack Mills and Irving Mills
                  c/o Max Fink, Esq.
                  617 South Olive
                  Los Angeles 4, California
                            and
                  c/o Murry C. Becker, Esq.
                  41 East 42nd Street
                  New York, New York   10017

                  Samuel J. Buzzell, Esq.
                  460 Park Avenue
                  New York, New York 10022

                  The Marine Midland Trust Company of New York
                  Corporate Trust Department
                  120 Broadway
                  New York, New York 10005

or to such other address as any such person may designate by notice given
pursuant to this agreement.

      10. This agreement has been delivered in the State of New York. The
parties agree that it is a New York contract and all of its provisions shall be
construed under New York law. This agreement shall bind and benefit the parties
hereto, their respective

<PAGE>

                                                                             12.

heirs, next of kind, legal representatives, successors and assigns.

      11. This agreement may be executed in several counterparts, all of which,
taken together, shall constitute the agreement of the parties.

                                          Very truly yours,

                                          _____________________________________
                                                        Jack Mills

                                          ______________________________________
                                                        Irving Mills

                                          ______________________________________
                                                        Samuel J. Buzzell

ACCEPTED AND AGREED TO:

THE MARINE MIDLAND TRUST
    COMPANY OF NEW YORK

By______________________________

MILLS MUSIC, INC.,
a Delaware corporation

By______________________________

<PAGE>

                                                                       EXHIBIT E

                         LETTERHEAD OF SAMUEL J. BUZZELL

                                                                December 5, 1964

Mills Music, Inc., a Delaware Corporation
c/o Utilities & Industries Corporation
425 Park Avenue
New York, New York

Dear Sirs:

      I am general counsel to Mills Music, Inc., a New York corporation, and all
affiliated companies, including American Academy of Music, Inc., Ranger Music
Inc., Gotham Music Service, Inc., The B. F. Wood Music Company Inc., Pampa Music
Publishing Association Inc., American Recording Artists Inc., Ankerford Music
Corp., and I am United States counsel for Mills Music of Canada, Ltd., Mills
Music, Limited (England), B. F. Wood, Ltd., Paradise Music, Ltd., Mills France,
Mills Germany, Mills Mexico, Mills Brazil, Mills Holland and Mills Belgium. I am
familiar with the affairs of all such corporations and have reviewed the records
of such corporations to the extent deemed necessary by me to render the
following opinion. With respect to Jurisdiction outside the United States, my
opinion is given solely in reliance upon opinions of counsel in the appropriate
Jurisdiction.

      It is my opinion that:

      1. Each of the foregoing corporations is duly incorporated and in good
standing in its state or country of incorporation.

      2. Exhibit 1 to a letter of December 5, 1964 (the "Letter Agreement") from
Jack Mills, Irving Mills and the undersigned to Mills Music, Inc., a Delaware
corporation, is an accurate and complete statement of the outstanding securities
of such

<PAGE>

                                                                               2

corporations and accurately reflects the ownership of such securities as set
forth on the corporations' records. All of the securities there shown as
outstanding are properly issued, fully paid and non-assessable.

      3. Exhibit 7 to the Letter Agreement is an accurate and complete statement
of the officers and directors of such corporations.

                                                     Very truly yours,

                                                     Samuel J. Buzzell

<PAGE>

                                                                       EXHIBIT F

                            ASSUMPTION OF LIABILITIES

      KNOW ALL MEN BY THESE PRESENTS, that MILLS MUSIC, INC., a corporation of
the State of Delaware ("New Mills"), for and in consideration of the sum of One
($1.00) Dollar and other good and valuable consideration, lawful money of the
United States, to New Mills, in hand paid, at or before the ensealing and
delivery of these presents, by MILLS MUSIC, INC., a corporation of the State of
New York ("Old Mills"), from and after the date hereof hereby assumes and agrees
to pay, perform and discharge all liabilities and obligations of Old Mills from
the date of the beginning of the world to this date, known or unknown, whether
accrued, absolute, contingent or otherwise, including all income, franchise and
other tax liabilities.

      IN WITNESS WHEREOF, New Mills has caused these presents to be signed by
its proper corporate officers and caused its proper corporate seal to be
hereunto affixed the 5th day of December, 1964.

                                                  MILL MUSIC, INC.,
                                                  a Delaware corporation

                                                  By___________________________
ATTEST:

__________________________

<PAGE>

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

      BE IT REMEMBERED, that on this 5th day of December, in the year One
Thousand Nine Hundred and Sixty-Four, before me, the subscriber, a Notary Public
personally appeared Bernard D. Fischman who, being by me duly sworn on his oath,
doth depose and make proof to my satisfaction, that he is the Secretary of Mills
Music, Inc., a Delaware corporation, the buyer named in the within instrument;
that Richard L. Rosenthal is the President of said corporation; that the
execution, as well as the making of this Instrument, has been duly authorized by
a proper resolution of the board of directors of said corporation; that
deponent well knows the corporate seal of said corporation; and the seal affixed
to said Instrument is such corporate seal and was thereto affixed and said
Instrument signed and delivered by said President, as and for his voluntary act
and deed and as and for the voluntary act and deed of said corporation, in
presence of deponent, who thereupon subscribed his name thereto as witness.

Sworn to and subscribed                                 ________________________
before me, at New York, New York,                              Secretary
the date aforesaid.


_______________________