EXHIBIT 4.2 Asset Purchase agreement Dated December 5, 1964 Certification of Assets Purchase Agreement The undersigned, Secretaries of MILLS MUSIC, INC., a Delaware corporation, UTILITIES & INDUSTRIES MANAGEMENT CORP. and MILLS LIQUIDATING CORPORATION...

EXHIBIT 4.2

Asset Purchase agreement Dated December 5, 1964

Certification of Assets Purchase Agreement

The undersigned, Secretaries of XXXXX MUSIC, INC., a Delaware corporation,
UTILITIES & INDUSTRIES MANAGEMENT CORP. and XXXXX LIQUIDATING CORPORATION
(formerly Xxxxx 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 Xxxxx Music,
Inc. of all the assets of Xxxxx Liquidating Corporation.

Dated: February 9, 1965

/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx,
Assistant Secretary of Xxxxx
Music, Inc.
[Corporate Seal]

/s/ Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx,
Secretary of Utilities &
Industries Management Corp.
[Corporate Seal]

/s/ X. X. Xxxxx
-----------------------------
X. X. Xxxxx,
Secretary of Xxxxx Liquidating
Corporation
[Corporate Seal]

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

1. Sale of Assets

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

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

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

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

(b) Old Xxxxx Copyrights. For the copyrights and licensing agreements
under such copyrights of Old Xxxxx and of the Affiliated Companies, including
rights to unpublished music (the "Old Xxxxx Copyrights"), New Xxxxx will pay Old
Xxxxx 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 Xxxxx Copyrights and from
the renewals of such copyrights

if now held or hereafter acquired by New Xxxxx, the Affiliated Companies and any
subsidiaries or affiliated companies of New Xxxxx 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 Xxxxx 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 Xxxxx, the
Affiliated Companies, and the Related Companies and their successors and assigns
from exploration of all Old Xxxxx Copyrights and all other music copyright
acquired or originated by New Xxxxx, the Affiliated Companies and the related,
Companies, and licensing agreements under such copyrights (including. the Old
Xxxxx 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.

(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.

(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), Xxxxx Music of
Canada, Ltd. shall not be deemed a foreign affiliate.

(B) Royalty income received from any Old Xxxxx 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 Xxxxx or by others or from the so-called educational business now
conducted by Old Xxxxx 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

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 Xxxxx Copyrights or from the use of
new lyrics with musical compositions included in the Old Xxxxx 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 Xxxxx, 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
Xxxxx, 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 Xxxxx 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

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

Gross Royalty Income Applicable Percentages
as Computed under under subsection
subsection 1(b)(i) 1(b)(i)(A)(x)
------------------------- ----------------------

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

(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

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 Xxxxx Copyright, or a renewal thereof, expires and
cannot be renewed.

(g) Right of Inspection. Upon reasonable notice Old Xxxxx may inspect all
books, records and documents of New Xxxxx 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 Xxxxx 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 Xxxxx 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

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 Xxxxx. Old Xxxxx has delivered to New
Xxxxx.

(i) A xxxx 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 Xxxxx.

(ii) Employment agreements between New Xxxxx and (A) Xxxx Xxxxx,
Xxxxxx Xxxxx and Xxxxxx X. Xxxxxxx (the "Stockholders") in the form annexed
hereto as Exhibits C-1, C-2 and C-3 and (B) Xxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxx
Xxxxx, Xxxxxx Xxxxx and Xxxx Xxxxx, 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 Xxxxx X. Xxxxxx, Xxxxxx X. XxXxxxxxx or Xxx
Xxxx.

(v) An opinion of Xxxxxx X. Xxxxxxx in the form annexed hereto as
Exhibit E.

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

transaction provided for herein.

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

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

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

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

4. Events After Execution.

After the execution hereof:

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

(b) payments to Employees. For the purpose of rewarding former and present
employees of Old Xxxxx and of its related and affiliated companies, excluding
officers and directors thereof, for loyal and devoted service, New Xxxxx 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 Xxxxx 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 Xxxxx 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

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 Xxxxx will at any time execute and deliver
to New Xxxxx promptly upon request any documents which it may reasonably request
to effectuate or confirm the purposes herein contemplated.

(e) Best Efforts. New Xxxxx and the Affiliated Companies will use their
best efforts to promote and exploit the Old Xxxxx 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 Xxxxx 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

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:

Xxxxx Music, Inc., a Delaware corporation
c/o Utilities & Industries Management Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, X. Y.

Utilities & Industries Management Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, X. Y.

Xxxxx Music, Inc., a New York corporation
0000 Xxxxxxxx
Xxx Xxxx, X. 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.

(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.

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

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

UTILITIES & INDUSTRIES MANAGEMENT CORP.

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

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

By /s/ Xxxx Xxxxx
---------------------------------------------

EXHIBIT A

American Academy of Music Inc.

Ranger Music Inc.

Gotham Music Service, Inc.

The X. X. Xxxx Music Company, Inc.

Pampa Music Publishing Association Inc.

American Recording Artists Inc.

Ankerford Music Corp.

Paradise Music, Ltd.

Xxxxx Music of Canada,Ltd.

Xxxxx Music, Ltd, (England)

X. X. Xxxx Ltd.

Xxxxx France

Xxxxx Germany

Xxxxx Mexico

Xxxxx Brazil

Xxxxx Xxxxxxx

Xxxxx Belgium

EXHIBIT B

XXXX OF SALE

KNOW ALL MEN BY THESE PRESENTS, that XXXXX 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 XXXXX 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.

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

By_______________________________
______________________________

Schedule to Xxxx 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.

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 Xxxxxx X. Xxxxxxx who, being by me duly sworn on his oath,
doth depose and make proof to my satisfaction, that he is the Secretary of Xxxxx
Music, Inc., a New York corporation, the seller named in the within instrument;
that Xxxx Xxxxx 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.
___________________

EXHIBIT C-l
December 5, 1964

Mr. Xxxx Xxxxx
c/o Xxxxx X. Xxxxxx, Esq.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx 00, Xxx Xxxx

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 Xxxxx Music, Inc., a New York
corporation (herein called "Xxxxx Music"), and by certain of its affiliated
companies (Xxxxx Music and all such affiliated companies being hereinafter
referred to as "Old Xxxxx") 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 Xxxxx 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 Xxxxx 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

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

(iii) You will not, for a period of three (3) years following
termination of your employment by Xxxxx 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 Xxxxx 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
"Xxxxx."

(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 Xxxxx under
the terms and conditions set forth below. It is understood that in the event of
termination of your employment with Xxxxx Music, you will, upon such termination

-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 Xxxxx 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 Xxxxx. 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 Xxxxx, specifically including those hereinabove
represented to have pertained to your employment with said Xxxxx 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 Xxxxx 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 Xxxxx, including,
without limitation, the bonus arrangements and emoluments to which you would
have been entitled from Old Xxxxx had the assets of Xxxxx 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

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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.

- 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 Xxxxx 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
Xxxxx (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 Xxxxx in
excess of $2,500 (over and above normal royalty payments), without securing the
advance approval of the Board of Directors of the undersigned.

- 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 Xxxxx 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 Xxxxx.
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.

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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 Xxxxx X. Xxxxxx shall die or refuse or neglect to act or be unable to act,
then in that event Xxxxxx X. Xxxx is hereby designated as a successor to said
Xxxxx X. Xxxxxx, such successor to have all the rights and powers as sole
arbitrator as are herein granted to the said Xxxxx X. Xxxxxx. If during the
period of this agreement the said Xxxxxx X. Xxxx shall die or refuse or neglect
to act or be unable to act, then in that even Xxxxxx X. XxXxxxxxx is hereby
designated as a successor to said Xxxxxx X. Xxxx, such successor to have all the
rights and powers as sole arbitrator as are herein granted to the said Xxxxxx X.
Xxxx. 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 X. Xxxxxx, Xxxxxx X. Xxxx and Xxxxxx X. XxXxxxxxx.

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

- 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,

XXXXX MUSIC, INC.
(a Delaware Corporation)

By_________________________
Accepted and agreed to:
_______________________

SCHEDULE A

Xxxxx Xxxxxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxxxx Xxxx Masohwitz
Xxx Xxxxxxx Issachor Xxxxx
Xxxxx Content Xxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx
Xxxx Xxxxxx Jad Paul
Xxxxxx Xxxxx Prank Xxxxxxx
Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx
Xxxxxx Haggiz Xxxx Xxxxx
Xxxxxx Xxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxxx Xxx Xxxxxx
Xxxx Xxxxxxx

EXHIBIT C-2

December 5, 1964

Mr. Xxxxxx Xxxxx
c/o Xxx Xxxx, Esq.
000 Xxxxx Xxxxx
Xxx Xxxxxxx 0, Xxxxxxxxxx

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 Xxxxx Music, Inc., a New
York corporation (herein called "Xxxxx Music"), and by certain of its affiliated
companies (Xxxxx Music and all such affiliated companies being hereinafter
referred to as "Old Xxxxx") 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 Xxxxx 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 Xxxxx 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

- 2 -

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

(iii) You will not, for a period of three (3) years
following termination of your employment by Xxxxx 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 Xxxxx 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
"Xxxxx."

(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 Xxxxx under
the terms and conditions set forth below... It is understood that in the event
of termination of your employment with Xxxxx Music, you will, upon such
termination,

-3-

2. The undersigned is concurrently herewith entering into an
agreement with Xxxxx 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 Xxxxx. 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 Xxxxx, specifically
including those hereinabove represented to have pertained to your employment
with said Xxxxx 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
Xxxxx 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 Xxxxx, including,
without limitation, the bonus arrangements and emoluments to which you would
have been entitled from Old Xxxxx had the assets of Xxxxx 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

- 4 -

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

- 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 Xxxxx 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
Xxxxx (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 Xxxxx in
excess of $2,500 (over and above normal royalty payments), without securing the
advance approval of the Board of Directors of the undersigned.

-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 Xxxxx 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 Xxxxx.
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. Xxx Xxxx of 000 Xxxxx Xxxxx, Xxx Xxxxxxx 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.

-7-

If during the period of this agreement the said Xxx Xxxx shall die or refuse or
neglect to act or be unable to act, then in that event Xxxxx X. Xxxx is hereby
designated as a successor to said Xxx Xxxx, such successor to have all the
rights and powers as sole arbitrator as are herein granted to the said Xxx Xxxx.
If during the period of this agreement the said Xxxxx X. Xxxx shall die or
refuse or neglect to act or be unable to act, then in that event Xxxxxxx Poster
is hereby designated as a successor to said Xxxxx X. Xxxx, such successor to
have all the rights and powers as sole arbitrator as are herein granted to the
said Xxxxx X. Xxxx. 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 Xxx Xxxx, Xxxxx X. Xxxx and Xxxxxxx 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

- 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,

XXXXX MUSIC, INC.,
(a Delaware Corporation)

By_______________________________________
Accepted and agreed to:

________________________

SCHEDULE A

Xxxxx Xxxxxxxx Xxxxxx Xxxxxx
Xxxxxx Xxxxxxxx Xxxx Masohwitz
Xxx Xxxxxxx Issachor Xxxxx
Xxxxx Content Xxxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxxx Xxxxxxx
Xxxxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx
Xxxx Xxxxxx Jad Paul
Xxxxxx Xxxxx Xxxxx Xxxxxxx
Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx
Yehiel Haggiz Xxxx Xxxxx
Xxxxxx Xxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxxx Xxx Xxxxxx
Xxxx Xxxxxxx

EXHIBIT C-3

December 5, 1964

Xx. Xxxxxx X. Xxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx

Dear Xx. Xxxxxxx:

The following is the agreement between us:

1. The undersigned is concurrently herewith acquiring from Xxxxx
Music, Inc., a New York corporation, all of the assets of said company (said
Xxxxx Music, Inc. and its affiliated companies being hereafter referred to as
"Old Xxxxx"). The undersigned is desirous of having the employees and officers
of Old Xxxxx continue to conduct the business presently conducted by Old Xxxxx.
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
Xxxxx, 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 Xxxxx, specifically as follows:

(a) You have heretofore served Xxxxx 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 Xxxxx.

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

- 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 Xxxxx to you or for your benefit. Payments therefor shall be made
by the undersigned in the same manner as Old Xxxxx 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 Xxxxx.
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 Xxxxx under
your retainer with it.

- 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
"Xxxxx."

(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 Xxxxx 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 Xxxxx Music, Inc. in reliance upon
your foregoing agreements in this paragraph 3.

- 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. Xxxxx X. Xxxxxx of 00 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Xxxxx X. Xxxxxx shall die or refuse or neglect to act or be unable to act,
then in that event Xxxxxx X. Xxxx is hereby designated as a

- 5 -

successor to said Xxxxx X. Xxxxxx, such successor to have all the rights and
powers as sole arbitrator as are herein granted to the said Xxxxx X. Xxxxxx. If
during the period of this agreement the said Xxxxxx X. Xxxx shall die or refuse
or neglect to act or be unable to act, then in the event Xxxxxx X. XxXxxxxxx is
hereby designated as a successor to said Xxxxxx X. Xxxx, such successor to have
all the rights and powers as sole arbitrator as are herein granted to the said
Xxxxxx X. Xxxx. 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 Xxxxx X. Xxxxxx, Xxxxxx X. Xxxx and Xxxxxx X. XxXxxxxxx.

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

-6-

on the foregoing terms and conditions where indicated below.

Yours truly,

XXXXX MUSIC, INC.,
(a Delaware Corporation)

By______________________________________

Accepted and agreed to:

_________________________________

EXHIBIT X-0

Xxxxxxxx 0 , 0000

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 Xxxxx Music, Inc., a New York corporation, (herein called "Xxxxx Music"),
and by certain of its affiliated companies (Xxxxx Music and all such affiliated
companies being hereinafter referred to as "Old Xxxxx") 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 Xxxxx 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 Xxxxx now holds any rights of any kind, or to refuse or
refrain from granting to Old Xxxxx 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 Xxxxx has publishing

- 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 Xxxxx 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 Xxxxx Music, Inc., a Delaware corporation ("New Xxxxx")
enclosing a copy of such agreement. If within ten days after receipt of such
notice, New Xxxxx 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 Xxxxx. If such consent has not been obtained within
thirty days, New Xxxxx shall have no further rights

- 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 "Xxxxx".

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

2. The undersigned is concurrently herewith entering into an
agreement with Xxxxx 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 Xxxxx. 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 Xxxxx, specifically
including those hereinabove represented to have pertained to your employment
with Xxxxx 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 Xxxxx
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
Xxxxx, Including, without limitation, the bonus arrangements and emoluments to
which you

- 4 -

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

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 -

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 Xxxxx Music subject to the following limitations.

(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 Xxxxx 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

- 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. Xxxxx X. Xxxxxx of 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 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 Xxxxx X. Xxxxxx shall die or refuse or
neglect to act or be unable to act, then in that event Xxxxxx X. Xxxx is hereby
designated as a successor to said Xxxxx X. Xxxxxx, such successor to have all
the rights and powers as sole arbitrator as are herein granted to the said
Xxxxx X. Xxxxxx. If during the period of this agreement the said Xxxxxx X. Xxxx
shall die or refuse or neglect to act or be unable to act, then in that event
Xxxxxx X. XxXxxxxxx is hereby designated as a successor to said Xxxxxx X. Xxxx,
such successor to have all the rights and powers as sole arbitrator as are
herein granted to the said Xxxxxx X. Xxxx. 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 Xxxxx

- 7 -

X. Xxxxxx, Xxxxxx X. Xxxx and Xxxxxx X. XxXxxxxxx.

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,

XXXXX MUSIC, INC,
(a Delaware Corporation)

By_______________________________________

ACCEPTED AND AGREED TO:

______________________________

SCHEDULE
PART A

Xxxxx Xxxxxxxx Xxxxxx Xxxxxx

Xxxxxx Xxxxxxxx Xxxx Masohwitz

Xxx Xxxxxxx Issachor Xxxxx

Xxxxx Content Xxxxxx Xxxxxx

Xxxxxx Xxxxxx Xxxxx Xxxxxxx

Xxxxxxxxx X. Xxxxx Xxxxxxxx Xxxxxx

Xxxx Xxxxxx Jad Paul

Xxxxxx Xxxxx Xxxxx Xxxxxxx

Xxxxxx Xxxxxxxx Xxxxx Xxxxxxx

Yehiel Haggiz Xxxx Xxxxx

Xxxxxx Xxxxxx Xxxxx Xxxxxx

Xxxxxx Xxxxxx Xxx Xxxxxx

Xxxx Xxxxxxx

PART B

Xxxxx of Dixieland Xxxxxx Xxxxxxx

Xxxxxx Xxxxxx Xxxxx Xxxx

Xxxx Xxxxx Xxxx Xxxxxxx

Xxxxxxx X. X. Xxxxxx Xxxxxxx Xxxxxxx

Xxxx Xxxxxx

EXHIBIT D

December 5, 1964

Xxxxx Music, Inc., a Delaware corporation
c/o Utilities & Industries Management Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx

Gentlemen:

This letter will confirm that in order to induce you to purchase the
assets of Xxxxx Music, Inc., a New york corporation ("Old Xxxxx"), the
undersigned, Xxxx Xxxxx, Xxxxxx Xxxxx and Xxxxxx X. Xxxxxxx (the "Stockholders")
represent and warrant as follows;

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

(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 X. X. Xxxx Music Company Inc.

Pampa Music Publishing Association Inc.

American Recording Artists Inc.

Ankerford Music Corp.

Paradise Music, Ltd.

Xxxxx Music of Canada, Ltd.

Xxxxx Music, Ltd. (England)

X. X. Xxxx, Ltd.

Xxxxx France

Xxxxx Germany

Xxxxx Mexico

Xxxxx Brazil

Xxxxx Holland

Xxxxx 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 Xxxxx 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 Xxxxx X. Xxxxxx,
Xxxxxx X. XxXxxxxxx or Xxx Xxxx.

(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.

(e) Confirmatory grant in form annexed hereto as Exhibit 4
executed by Xxxxxx Xxxxx, his wife Xxxxxx Xxxxx and his children Xxxx Xxxxx,
Xxxxxxx X. Xxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx Xxxxx and Xxxxxxxx Xxxxx,
confirming the grant to Old Xxxxx 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 Xxxxxx Xxxxx, 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 Xxxxx represented and warranted in paragraph
1 hereof, Old Xxxxx 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 Xxxx Xxxxx nor Xxxxxx Xxxxx 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 Xxxxx and the Affiliated Companies, except that they or either of
them

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 Xxxxx, The X. X. Xxxx 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 Xxxxx, and all of the shares of The X. X. Xxxx 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 Xxxxx as indicated in paragraph 1(a), have been validly
issued and are presently validly outstanding.

5. Disclaimer of Rights. Neither Xxxx Xxxxx nor Xxxxxx Xxxxx 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 Xxxxx
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

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 Xxxxx (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 Xxxxx 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
Xxxxx and of all the Affiliated Companies.

8. Employee Agreements. Except for the pension plan of Xxxxx Music,
Ltd. (England), neither Old Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx 000 xxx XX xx X-XXX Xxxxx 00000.
Except for the union agreements

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

9. Records. The records of Old Xxxxx 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 Xxxxx and the Affiliated Companies to which Old Xxxxx
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 Xxxxx or any of the Affiliated Companies is a party or of any
claim which has been made against Old Xxxxx or any of the Affiliated Companies
which is material or which might materially affect the copyright interests
claimed by Old Xxxxx and by such Affiliated Company or Old Xxxxx or any other of
the Affiliated Companies except as listed in Exhibit 8 annexed hereto.

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

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

12. The financial statements of and for Old Xxxxx, X. X. Xxxx 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, Xxxxx & 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

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 Xxxxx Music, Inc., a Delaware
corporation ("New Xxxxx"), Utilities & Industries Management Corp. and Old Xxxxx
providing for the sale of the assets of Old Xxxxx to New Xxxxx, 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

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
Xxxxx 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 Xxxxx 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 Xxxxx 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:

Xxxx Xxxxx 45%

Xxxxxx Xxxxx 45%

Xxxxxx X. Xxxxxxx 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 Xxxxx 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 Xxxxx as shall not exceed in the case of Xxxx Xxxxx $225,000,
in the case of Xxxxxx Xxxxx $225,000, and in the case of Xxxxxxx X. Xxxxxxx,
$50,000.

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 Xxxxx, 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,

_________________________________
Xxxx Xxxxx

_________________________________
Xxxxxx Xxxxx

_________________________________
Xxxxxx X. Xxxxxxx

ACCEPTED AND AGREED TO:

XXXXX MUSIC, INC., a
Delaware corporation

By___________________________

EXHIBIT 1

Outstanding Shares (Ownership is
Beneficial, and of Record unless
Name of Company otherwise noted) Owner*
---------------------------------- --------------------------------- -------------------------

Xxxxx Music, Inc., a 45 Class A Xxxx Xxxxx
New York corporation 45 Class A Xxxxxx Xxxxx
("Xxxxx Music, Inc.") 10 Class A Xxxxxx X. Xxxxxxx
4,455 Class B Xxxx Xxxxx
4,455 Class B Xxxxxx Xxxxx
990 Class B Xxxxxx X. Xxxxxxx

The X. X. Xxxx Music Company, 90 Xxxx Xxxxx
Inc. 90 Xxxxxx Xxxxx
20 Xxxxxx X. Xxxxxxx

Ranger Music, Inc. 90 Xxxx Xxxxx
90 Xxxxxx Xxxxx
20 Xxxxxx X. Xxxxxxx

American Academy of Music, Inc. 45 Xxxx Xxxxx
45 Xxxxxx Xxxxx
10 Xxxxxx X. Xxxxxxx

Gotham Music Service, Inc. 45 Xxxx Xxxxx
45 Xxxxxx Xxxxx
10 Xxxxxx X. Xxxxxxx

Pampa Music Publishing Association, 45 Xxxx Xxxxx
Inc. 45 Xxxxxx Xxxxx
10 Xxxxxx X. Xxxxxxx

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

Ankerford Music Corp. 50 Xxxxx Music, Inc.
50** Xxxxx Xxxxxxxx
Xxxxxx Xxxx and
Xxxx Xxxx
Xxxx Xxxx

Xxxxx Music, Ltd. 1000 Xxxxx Music, Inc.

----------------------------------
*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.

EXHIBIT 1 (con'td.)

Page 2

Outstanding Shares
(Ownership is Beneficial,
and of Record unless
Name of Company otherwise noted) Owner*
--------------------------- ------------------------- ------------------------

Paradise Music, Ltd. 50 Xxxxx Music, Ltd.
50** (composer's name unknown)

X. X. Xxxx, Ltd. 1,000 The X. X. Xxxx
Music Company, Inc.

Xxxxx France 100% interest Xxxxx Music, Inc.

Xxxxx Germany 100% interest Xxxxx Music, Inc.

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

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

Xxxxx Holland 100% interest Xxxxx Music, Inc.

Xxxxx Belgium 100% interest Xxxxx Music, Inc.

Xxxxx Music of Canada, Ltd. 45 Xxxx Xxxxx
45 Xxxxxx Xxxxx
10 Xxxxxx X. Xxxxxxx

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

**Not included in sale.

EXHIBIT 2

December 5, 1964

Each of the undersigned hereby assigns and transfers to Xxxxx 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 X. X. Xxxx 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.
Xxxxx Music, Ltd.
Paradise Music, Ltd.
X. X. Xxxx, Ltd.
Xxxxx France
Xxxxx Germany
Xxxxx Mexico
Xxxxx Brazil
Xxxxx Holland
Xxxxx Belgium
Xxxxx 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.

_________________________
Xxxx Xxxxx

_________________________
Irving .Xxxxx

_________________________
Xxxxxx X. Xxxxxxx

EXHIBIT 3

In consideration of the mutual releases contained herein Xxxx Xxxxx,
Xxxxxx Xxxxx and Xxxxxx X. Xxxxxxx 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 X.X. Xxxx Music Company,
Inc., Ranger Music, Inc., American Academy of Music, Inc., Gotham Music Service,
Inc., Pampa Music Publishing Association, Inc., American Recording Artists,
Inc., Xxxxx Music, Ltd., X. X. Xxxx, Ltd., Xxxxx France, Xxxxx Germany, Xxxxx
Mexico, Xxxxx Brazil, Xxxxx Xxxxxxx, Xxxxx Belgium, Xxxxx 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

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]

_______________________________________

EXHIBIT 4

The undersigned hereby confirm that they have heretofore granted to
Xxxxx 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
Xxxxxx Xxxxx so that to the extent that such persons may have or may in the
future acquire the right to make such grant, Xxxxx 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 Xxxxxx Xxxxx 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 Xxxxx, Music, Inc. a New York
corporation.

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

_____________________________ __________________________________
XXXXXX XXXXX XXXXXX XXXXX

_____________________________ __________________________________
XXXXXXXX XXXXX XXXX XXXXX

_____________________________ __________________________________
XXXXXXXX XXXXX XXXXXXX X. XXXXX

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 X. X. Xxxx Music Company, Inc.
Pampa Music Publishing Association, Inc.
American Recording Artists, Inc.
Ankerford Music Corp.
Xxxxx Music of Canada, Ltd.
Xxxxx Music Limited (England)
X.X. Xxxx, Ltd.
Xxxxx France
Xxxxx Germany
Xxxxx Mexico
Xxxxx Brazil
Xxxxx Holland
Xxxxx Belgium
Paradise Music, Ltd.

_____________________________
Xxxx Xxxxx

_____________________________
Xxxxxx Xxxxx

_____________________________
Xxxxxx X. Xxxxxxx

EXHIBIT 6

PLAN OF COMPLETE LIQUIDATION

XXXXX MUSIC, INC.

(A New York Corporation)

The following Plan of Complete Liquidation (the "Plan") of XXXXX
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

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-

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-

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

XXXXXX X. XXXXXXX, being duly sworn, deposes and says:

That he is the Secretary of XXXXX 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 Xxxx, Weiss, Rifkind, Xxxxxxx &
Xxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 000 Xxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000.

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

EXHIBIT 7

Xxxx Xxxxx, Xxxxxx Xxxxx and Xxxxxx X. Xxxxxxx are directors of
Xxxxx 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

Xxxxx Music, Ltd:
Paradise Music, Ltd.
X. X. Xxxx, Ltd.

Managing Director: Xxxxx Xxx

Secretary: Xxxx Xxxxxx Crease Barradde

Alternate Director: Xxxxxx Xxxxxxxxx Xxxxx

Xxxxx Prance:

Managing Director: Xxxxxx Xxxxxxxx

Xxxxx Germany:

Managing Director: Xxxx Xxxxx

Xxxxx Brazil:

Managing Director: Xxxxxxx Levendiger

Xxxxx Xxxxxxx:

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

Xxxxx Mexico:

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

EXHIBIT 7 - Page 2

X. X. Xxxx Music Company, Inc.
Gotham Music Service, Inc.
Ranger Music, Inc.

Assistant Treasurer: Xxxxx Xxxxxxxx

American Academy of Music
Pampa Music Publishing Association,Inc.

Assistant Treasurer: Xxxxxxx Xxxxxxx

Exhibit 8

1. Action in the United States Court of Appeals for the Second
Circuit entitled Xxxxxxxx Xxxx and Xxxxx Music, Inc. v. Xxxxxx Xxxxxx, Xxxxxx
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) Xxxx Xxxx d/b/a Excelsior Publications and
Xxxx Xxxx d/b/a Xxxx Xxxx Publications x. Xxxxx Music, Inc.

3. Action in the Supreme Court, State of New York, County of New
York (Index No. 28291/61) Xxxx Xxxxxxx x. Xxxxx Music, Inc. - Xxxxx Music, Inc.
v. Dante Del Xxxxxxxxxx.

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

5. Claim by Xxxx Xxxx against Xxxxx Music, Inc. for breach of
contract.

EXHIBIT 9

Aggregate
Corporation Dividends
----------- ---------

Xxxxx 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

Xxxxx Music of Canada, Ltd. 8,750
---------
Total $ 33,750
=========

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.

EXHIBIT 10

December 5, 1964

The Marine Midland Trust Company
of New York
Corporate Trust Department
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx

Attention: Xxxxx X. Xxxxxx

Dear Sirs:

The undersigned, Xxxx Xxxxx, Xxxxxx Xxxxx, and Xxxxxx X. Xxxxxxx (the
"Stockholders") will upon the sale, redemption or other disposition of a part or
all of their stock in Xxxxx 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 Xxxx Xxxxx, $225,000, in the case of Xxxxxx Xxxxx,
$225,000, and in the case of Xxxxxx X. Xxxxxxx, $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 Xxxxx Music, Inc., a Delaware
corporation ("New Xxxxx") as a result of any breach of representations,
warranties or agreements contained in a letter dated December 5, 1964, to New
Xxxxx from the Stockholders (the "Letter Agreement").

The terms on which such Escrow Fund is to be held

by you are as follows:

1. (a) It is intended that New Xxxxx 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 Xxxxx.

(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 Xxxxx 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 "Xxxx Xxxxx
Account", the "Xxxxxx Xxxxx Account" and the "Xxxxxxx Account."

(c) The lien of New Xxxxx 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 Xxxxxx Xxxxx
Account 45%, the

Xxxx Xxxxx Account 45%, the Xxxxxxx 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 Xxxx Xxxxx and Xxxxxx Xxxxx, then the.
Xxxx Xxxxx Account and the Xxxxxx Xxxxx 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 Xxxxxx Xxxxxxx and either Xxxxxx
Xxxxx or Xxxx Xxxxx, then the Xxxxxxx Account shall be subject to such lien only
up to 18.18% of such liability and the Xxxxxx Xxxxx Account or the Xxxx Xxxxx
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 Xxxxx 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

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 Xxxxx, you and your counsel executed by
New Xxxxx 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 Xxxxx
is concerned with regard to possible Federal Income and State Franchise Taxes,
and it is

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 Xxxxx 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 Xxxxx 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
Xxxxx and such Stockholder or Stockholders, consent of such Stockholder or
Stockholders or adjudication between New Xxxxx and such Stockholder or
Stockholders by a court of

competent Jurisdiction without any further rights to appeal or apply for
certiorari. New Xxxxx 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 Xxxxx 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 Xxxxx shall give to you and to each of the Stockholders written
notice ("claim letters') stating in reasonable detail to the extent known to New
Xxxxx 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 Xxxxx with respect to the Escrow Fund.

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 Xxxxx 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 Xxxxx 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 Xxxxx, 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 Xxxxx
setting forth in detail all transactions which have taken place on behalf of the
Escrow

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 Xxxxx. For purposes of this paragraph 7 the obligations
of the Stockholders shall be in the following proportions:

Xxxx Xxxxx 45%
Xxxxxx Xxxxx 45%
Xxxxxx X. Xxxxxxx 10%

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 Xxxxx
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

furnished to you in writing by the Stockholders or New Xxxxx 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 Xxxxx 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

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 Xxxxx to the escrow
agent under this paragraph 8 shall as between the Stockholders and New Xxxxx be
in the proportions set forth below:

New Xxxxx 50%
Xxxx Xxxxx 22-1/2%
Xxxxxx Xxxxx 22-1/2%
Xxxxxx X. Xxxxxxx 5%

11.

Nothing in this paragraph 8 shall be deemed to deny any rights for
contribution or reimbursement which New Xxxxx 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:

Xxxxx Music Inc., a Delaware corporation
c/o Utilities & Industries Management Corp.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Xxxx Xxxxx and Xxxxxx Xxxxx
c/o Xxx Xxxx, Esq.
000 Xxxxx Xxxxx
Xxx Xxxxxxx 0, Xxxxxxxxxx
and
c/o Xxxxx X. Xxxxxx, Esq.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx X. Xxxxxxx, Esq.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

The Marine Midland Trust Company of New York
Corporate Trust Department
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000

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

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,

_____________________________________
Xxxx Xxxxx

______________________________________
Xxxxxx Xxxxx

______________________________________
Xxxxxx X. Xxxxxxx

ACCEPTED AND AGREED TO:

THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK

By______________________________

XXXXX MUSIC, INC.,
a Delaware corporation

By______________________________

EXHIBIT E

LETTERHEAD OF XXXXXX X. XXXXXXX

December 5, 1964

Xxxxx Music, Inc., a Delaware Corporation
c/o Utilities & Industries Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx

Dear Sirs:

I am general counsel to Xxxxx Music, Inc., a New York corporation, and all
affiliated companies, including American Academy of Music, Inc., Ranger Music
Inc., Gotham Music Service, Inc., The X. X. Xxxx Music Company Inc., Pampa Music
Publishing Association Inc., American Recording Artists Inc., Ankerford Music
Corp., and I am United States counsel for Xxxxx Music of Canada, Ltd., Xxxxx
Music, Limited (England), X. X. Xxxx, Ltd., Paradise Music, Ltd., Xxxxx France,
Xxxxx Germany, Xxxxx Mexico, Xxxxx Brazil, Xxxxx Holland and Xxxxx 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
Xxxx Xxxxx, Xxxxxx Xxxxx and the undersigned to Xxxxx Music, Inc., a Delaware
corporation, is an accurate and complete statement of the outstanding securities
of such

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,

Xxxxxx X. Xxxxxxx

EXHIBIT F

ASSUMPTION OF LIABILITIES

KNOW ALL MEN BY THESE PRESENTS, that XXXXX MUSIC, INC., a corporation of
the State of Delaware ("New Xxxxx"), 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 Xxxxx, in hand paid, at or before the ensealing and
delivery of these presents, by XXXXX MUSIC, INC., a corporation of the State of
New York ("Old Xxxxx"), from and after the date hereof hereby assumes and agrees
to pay, perform and discharge all liabilities and obligations of Old Xxxxx 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 Xxxxx 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:

__________________________

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 Xxxxxxx X. Xxxxxxxx who, being by me duly sworn on his oath,
doth depose and make proof to my satisfaction, that he is the Secretary of Xxxxx
Music, Inc., a Delaware corporation, the buyer named in the within instrument;
that Xxxxxxx X. Xxxxxxxxx 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.

_______________________

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EXHIBIT 4.2 Asset Purchase agreement Dated December 5, 1964 Certification of Assets Purchase Agreement The undersigned, Secretaries of MILLS MUSIC, INC., a Delaware corporation, UTILITIES & INDUSTRIES MANAGEMENT CORP. and MILLS LIQUIDATING CORPORATION...

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