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                                                                   EXHIBIT 10.39

May 28 , 1997

Muzak Limited Partnership/William Boyd Employment Agreement

In accordance with our discussions, this revised letter outlines the terms of my
employment at Muzak Limited Partnership ("the Company") on terms more fully
described below:

1.  Title/Responsibility. Chief Executive Officer and Chairman of the Company's
    Board of Directors during my employment. I will report to the Board of
    Directors and will spend my full-time with responsibility for all aspects of
    the Company's operations with the primary goal of maximizing shareholder
    value;

2.  Base Salary. My base salary will be $300,000.00 annually; salary to be
    reviewed annually;

3.  Bonus. The Company will establish a bonus plan for all senior employees. My
    annual bonus potential will be up to $150,000.00 payable at the end of each
    fiscal year based on the achievement of certain goals to be mutually agreed
    upon; year one, $20 million; year two, $23 million; year three, $26 million.
    All of these numbers shall be based upon accounting principals which were in
    effect at Muzak at January 1, 1997 and shall be exclusive of all severance
    and extraordinary costs;

4.  Contract Term. The contract will have a four-year term commencing on May 21,
    1997. In the fourth year, at my discretion, the role can be limited to
    Chairman of the Board which would require a commensurate reduction in
    salary;

5.  Stock Options. I will receive options to acquire 1,000,000 partnership units
    of the company at a price per unit equal to $2.33 per share. 400,000 units
    of these options stay will be subject to vesting in equal annual amounts
    over a three-year period; 300,000 of these units will be subject to the same
    vesting but will be earned upon the Company's achieving $22 million of
    EBITDA within three years. Options on the final 300,000 of these units will
    be subject to the same vesting but will be earned upon the Company's
    achieving $25 million of EBITDA within three years. The vesting period will
    be accelerated upon a "change of control." Calculation of the EBITDA levels
    shall be comparable to these under item No. 3;

6.  Non Competition Agreement. The contract will contain a covenant by me not to
    compete with the Company or to hire any of its employees for a period of two
    years after any termination event;

7.  Personal Investment. As we discussed, I will make a personal investment of
    $200,000 for partnership interests at 2.33 per unit;

8.  Board Membership Expense Reimbursement. I will be reimbursed for Board
    membership and meetings' expenses per previous agreement. All stock and
    stock options associated with Board membership shall continue; and

9.  Benefits. I will be entitled to participate in all of the Company's employee
    benefit plans. Additionally, if I believe the current plans should be
    changed or improved, the Board will work with me to establish guidelines for
    approval of such changes.

I very much look forward to the opportunity to lead Muzak, and I am confident I
will have a significant, positive impact on the company.

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