MILLS MUSIC TRUST (Form: 10-K, Received: 03/29/2005 16:57:48)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004 Commission file number 2-22997

MILLS MUSIC TRUST
(Exact name of registrant as specified in its charter)

          New York                                                    13-6183792
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(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

c/o HSBC Bank USA, National Association, Corporate Trust,
 452 FIFTH AVENUE, NEW YORK, NEW YORK                               10018-2706
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    (Address of principal executive offices)                        (Zip code)

Registrant's telephone number, including area code:               (212) 525-1349

Securities Registered Pursuant to Section 12(b) of the Act:

                                      NONE
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                                (Title of Class)

Securities Registered Pursuant to Section 12(g) of the Act:

UNITS OF BENEFICIAL INTEREST

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report), and (2) has been subject to such filing requirements for at least the past 90 days.

YES [X] NO [ ]

Indicate by checkmark whether the registrant is an accelerated filer.

YES [ ] NO [X]

As of March 17, 2005, 277,712 Trust Units were outstanding. The aggregate market value of the Units of Mills Music Trust held by non-affiliates was $11,108,000.

DOCUMENTS INCORPORATED BY REFERENCE
NONE

PART I

ITEM 1. BUSINESS

Mills Music Trust (the "Trust") was created, by a Declaration of Trust dated December 3, 1964, for the purpose of acquiring, from Mills Music, Inc. ("Old Mills"), the rights to receive payment of a deferred contingent purchase price obligation payable to Old Mills. The purchase price obligation arose as the result of the sale by Old Mills of its musical copyright catalogue to a newly formed company ("New Mills") pursuant to an Asset Purchase Agreement.

In payment for the aforementioned catalogue, New Mills agreed in the Asset Purchase Agreement to make quarterly payments to Old Mills (the "Contingent Portion") measured by the royalty income generated from the catalogue and, subject to certain limitations and conditions, from any copyrights thereafter acquired by New Mills.

The Contingent Portion payable for each quarterly period to and including the last quarter of 2009 is to be an amount equal to the excess, if any, of (a) the gross royalty income from the exploitation of the purchased copyrights during such period (whether received by New Mills, its affiliated companies or any other party) over (b) the sum of (i) the greater of (x) 25% of such gross royalty income or (y) the lesser of $87,500 (as adjusted for inflation by reflecting changes in average weekly earnings of employees in the printing, publishing and allied industries since 1964) or 30% of such gross royalty income; and (ii) royalties required to be paid to composers, authors and others with respect to the existing copyrights. If the Contingent Portion as so computed is less than $167,500, then the Contingent Portion will be computed on the basis of the gross royalty income and related expense of New Mills, its affiliated companies and their successors and assigns during such period not only from the exploitation of purchased copyrights, but also from any copyrights originated or acquired by New Mills and its affiliated companies subsequent to December 5, 1964 (with the deductions referred to in (i) and (ii) above) except that, when computed in this manner, the Contingent Portion cannot exceed $167,500. In addition, for any quarterly period in which the Contingent Portion as calculated above exceeds $250,000, the percentage specified in (x) above is increased to as high as 35% based upon gross royalties for the quarter.

Commencing with the first quarter of the year 2010, the Contingent Portion payable for each quarterly period is to be an amount equal to 75% of the gross royalty income of New Mills and/or its affiliated companies and their successors and assigns from the exploitation of the existing copyrights for such period, less the related royalty expense.

The Asset Purchase Agreement provides that the obligation to make payments will terminate on the last day of the year in which the last purchased copyright, or a renewal thereof, expires and cannot be renewed. When the existing copyrights begin to expire, the size of each payment through the year 2009 will become increasingly dependent on the success in which New Mills has in acquiring and exploiting new copyrights.

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The composition of Old Mills Catalogue is estimated to be in excess of 25,000 titles of which approximately 1,500 are at present producing royalty income. The majority of the royalty income generated by the catalogue in recent years, however, was produced by a relatively small number of well-known songs, many of which have remained popular and have generated substantial royalty income over a long period of time.

The Declaration of Trust prohibits the Trust from engaging in any business; the Trust's sole activity is the receipt of the periodic installments of the purchase price and the distribution thereof (after payment of administrative expenses of the Trust) to the owners of units of beneficial interest in the Trust.

ITEM 2. PROPERTIES

The administrative office of the Mills Music Trust is at HSBC Bank, USA, National Association, Corporate Trust, 452 Fifth Avenue, New York, New York 10018. No expense is being charged or paid for the office space and office equipment that is being utilized by the Trust.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. NOT APPLICABLE

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ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data for the years ended December 31, 2004 through 2000 are derived from the Trust's audited financial statements. The data set forth below should be read in conjunction with financial statements of the Trust and the notes thereto and management discussions and analysis appearing elsewhere herein.

                                    Cash            Cash
Year Ended     Receipts From    Distributions    Distribution
December 31,       EMI         to Unit Holders   Per Unit*
------------   -------------   ---------------   ------------
     2004       $ 1,234,485     $ 1,152,464      $      4.15

     2003       $ 1,200,335     $ 1,034,227      $      3.72

     2002       $   820,124     $   997,400      $      3.59
Pro Forma (A)                                    $      2.59

     2001       $   912,562     $   535,186      $      1.93
Pro Forma (A)                                    $      2.93

     2000       $ 1,113,887     $ 1,051,583      $      3.79

* Based on the 277,712 Trust Units outstanding

(A) On December 31 2001 the Trust received an additional $335,000 of which in January 2002, the Trust paid administrative expenses of $56,156 and the remaining $278,844 was distributed to unit holders after complying with the required NASDAQ distribution notification period. Pro forma distribution per unit of $2.59 in 2002 and $2.93 in 2001 reflects the $278,844 as if it were distributed in 2001.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE TRUST'S RECEIPTS

The Trust's receipts are derived principally from copyrights established prior to 1964 and such receipts fluctuate based upon public interest in the "nostalgia" appeal of older copyrighted songs.

The Trust's contingent fee income over the last three years has averaged approximately $1,085,000 per year. In addition to the above, there are a number of factors which create uncertainties with respect to the ability of the Trust to continue to generate that level of income on a continuing, long-term basis. Those factors include the effect that foreign and domestic copyright laws and any changes therein have or will have on both licensing fees and renewal rights ultimately, copyright expirations under such laws and the effect of electronic copying of materials without permission.

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In 1976, the copyright law was changed for works that were within renewal terms between December 31, 1976 and December 31, 1978 to add an extension of 19 years to the 28-year renewal term. The original copyright term is 28 years. That amendment made the copyright term 75 years. The Copyright Act of 1976 provided for a single term of life plus 70 years after author's death (with some variations in different circumstances) for works created after January 1, 1978. The 1976 act provided that the writer and his heirs could terminate a transfer or license of the renewal copyright that was executed before 1978, so long as the termination was effected in a five-year period following the end of the initial 56-year period.

The copyright laws were modified by the Sonny Bono 1998 Copyright Term Extension Act (the "Act"), which generally provided an additional 20 years of copyright protection. For works created by identified natural persons the term now lasts from creation until 70 years after the author's death. For anonymous works, pseudonymous works, and works made for hire, the term is 95 years from publication or 120 years from creation whichever expires first. For works published before 1978 with existing copyrights as of the effective date of the Act, the Act extends the term to 95 years from publication. In January 2003, the U.S. Supreme Court upheld the constitutionality of the Act in the Eldred v. Ashcroft decision, which affirmed a 2001 decision of the U.S. Court of Appeals for the District of Columbia Circuit.

The copyright laws provide that renewals vest in any person who is entitled under the rules of statutory succession to the renewal and extension of the copyright at the time the application to renew is made. If no renewal is made, renewals vest in any person entitled under the rules of statutory extension as of the last day of the original term of copyright to the renewal and extension of copyright. The writer (and not the publisher to whom the copyright was originally assigned) owns the renewal right. The laws name specified classes of persons (the writer's wife, his children, etc.) who will succeed to the renewal right if the writer dies before the end of the original term. The Act does not distinguish between composers and lyricists. However, if the composer and lyricist are not the same, each owns a portion of the renewal rights. The composer and the lyricist may, assign their respective interests in the renewal rights to a publisher at the time of the assignment of the original copyright term. Such an assignment of the renewal term is effective, however, only if the assignor survives the original term. If he does not, his heirs will succeed to his share of the renewal rights; and, in such event, these heirs are not obligated by the assignment of the rights to the publisher to whom the original assignment was made unless they joined in the assignment. In addition, the 1998 Copyright Extension Act allows writers (or their heirs) to elect, after either a 35 or 40 year period as specified in the statute, to terminate a transfer of license or renewal within five years of the expiration.

A recent listing of the top 50 money earning songs of the subject copyrighted songs of EMI (the current owner and administrative entity for the copyright materials) with the original copyright dates shown indicates that the copyright dates range from 1922 to 1962. This song listing indicates that no copyrights of the top 50 songs will reach the 95 year expiration within the next five years. The listing does not provide an indication of the percentage of income earned by each copyright to total income.

The Trust cannot determine EMI's ability to secure renewals of the copyrighted material;

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however, under the trust agreement, EMI must use its best efforts to do so.

In 2001 EMI charged the Trust with an adjustment for certain costs relating to copyright renewals incurred over several years and a retroactive adjustment relating to a then recent court decision, which negatively affected all holders of U.S. copyrights.

That adjustment resulted in no amounts owing for two quarters in 2001. However, EMI remitted $167,500 for each of those quarters as the minimum quarterly distributions.

EMI has taken the position that the additional distributions to make up the $167,500 minimums would be considered advances against the future contingent portion of earnings and the unrecouped copyright renewals. The Trust has taken the position that such minimum distributions are due regardless based upon the inclusion of gross royalty income of Related Companies as defined in the relevant agreement. If EMI's position is correct, then future income of the Trust will be impacted by the amount of such advances.

The Trust's former auditors evaluated a recasting of the adjustment to years to which it pertained and the Trust submitted a letter to EMI, which recasted the amount of future contingent royalty payment reductions from $275,000 claimed by EMI to $155,000. The revision does not include the unresolved contract issue of advance (EMI's position) versus entitlement (the Trust's position). The Trust has yet to receive a response from EMI despite repeated requests.

ITEM 7A. NOT APPLICABLE

ITEM 8. AUDITORS' REPORT AND FINANCIAL STATEMENTS

The Auditors' reports and financial statements begin on page 7 of this report.

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INDEPENDENT AUDITORS' REPORT

THE TRUSTEES AND UNIT OWNERS
MILLS MUSIC TRUST

We have audited the accompanying statement of cash receipts and disbursements of Mills Music Trust for each of the years in the three year period ended December 31, 2004. This financial statement is the responsibility of the Trust's management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1, this financial statement was prepared on the basis of cash receipts and disbursements, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the cash receipts and disbursements of Mills Music Trust for each of the years in the three year period ended December 31, 2004, on the basis of accounting described in Note 1.

Cornick, Garber & Sandler, LLP
CERTIFIED PUBLIC ACCOUNTANTS

NEW YORK, NEW YORK
MARCH 21, 2005

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MILLS MUSIC TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
THREE YEARS ENDED DECEMBER 31, 2004

                                                                                    2004              2003           2002
                                                                                -------------    -------------    -----------
Receipts from EMI                                                               $   1,234,485    $   1,200,335    $   820,124

Miscellaneous Receipts                                                                                      16

Undistributed Cash at Beginning of Year                                                   710               50        335,044(A)

Disbursements - Administrative Expenses                                               (82,683)        (165,464)      (157,718)
                                                                                -------------    -------------    -----------

Balance Available for Distribution                                                  1,152,512        1,034,937        997,450

Cash Distributions to Unit Holders                                                 (1,152,464)      (1,034,227)      (997,400)
                                                                                -------------       ----------    -----------
Undistributed Cash at End of the year                                           $          48    $         710(B) $        50
                                                                                =============    =============    ===========

Cash Distributions Per Unit based on the 277,712 Trust Units Outstanding)       $        4.15    $        3.72    $      3.59
                                                                                =============    =============    ===========
Pro Forma cash distribution after giving effect to January 2002 distribution                -                -    $      2.59(A)
                                                                                =============    =============    ===========

(A) See Note 4(b).

(B) As of December 31, 2003, HSBC Bank had not paid of itself its fourth quarter trustee fee and expenses of $656. The fee and expenses were paid in January 2004.

The Trust does not prepare a balance sheet or a statement of cash flows.

See accompanying Notes to Statement of Cash Receipts and Disbursements.

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MILLS MUSIC TRUST
NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
THREE YEARS ENDED DECEMBER 31, 2004

NOTE 1. ACCOUNTING POLICIES AND GENERAL INFORMATION

Mills Music Trust (the "Trust") was created in 1964 for the purpose of acquiring the rights to receive payment of a deferred contingent purchase price contract obligation payable by Mills Music, Inc. ("Mills"). The contingent payments are determined quarterly and are based on a formula which takes into account gross royalty income paid to composers, authors and others, and less amounts deducted by Mills in accordance with contract terms.

Payments from Mills to the Trust are due in March, June, September and December and include net royalty income received during the preceding calendar quarter. The payments received are accounted for on a cash basis, as are expenses. The Declaration of Trust requires the distribution of all funds received by the Trust to the unit holders after payment of expenses.

The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting, as contemplated by accounting principles generally accepted in the United States of America.

NOTE 2. FEDERAL INCOME TAXES

No provision for income taxes has been made since the liability therefore is that of the unit holders and not the Trust.

NOTE 3. RELATED PARTY TRANSACTIONS

The Declaration of Trust provides that each trustee shall receive annual compensation of $2,500 per year for services as trustee, provided that such aggregate compensation to the trustees as a group may not exceed 3% of the monies received by the Trust in any year, and reimbursement for expenses reasonably incurred in the performance of their duties. The Declaration of Trust further provides for reimbursement to the corporate trustee for its clerical and administrative services to the Trust. Accordingly, HSBC Bank USA, the corporate trustee, also receives reimbursement for such services (including services performed as Registrar and Transfer Agent of the Certificates representing Units).

The Declaration of Trust also provides, that if in the future any trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to certain limitations and to prior confirmation by a majority in interest of Trust Certificate holders.

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MILLS MUSIC TRUST
NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS (CONTINUED)
THREE YEARS ENDED DECEMBER 31, 2004

NOTE 3. RELATED PARTY TRANSACTIONS (Continued)

Pursuant to these provisions, disbursements were made as follows for the three years ended December 31:

TRUSTEES                                           2004       2003     2002
--------                                          -------   -------   -------
HSBC Bank USA
National Association:

Trustee fees                                      $ 3,125*  $ 1,875   $ 2,500
Transfer agent and registrar fees                  13,125               4,432

Administrative fees                                     -       125       250

* Includes $625 relating to fourth quarter 2003.

NOTE 4. ROYALTIES

(a) In 2001 EMI charged the Trust with an adjustment for certain costs relating to copyright renewals incurred over several years and a retroactive adjustment relating to a recent court decision, which negatively affected all holders of U.S. copyrights.

That adjustment resulted in no amounts owing for two quarters in 2001. However, EMI remitted $167,500 for each of those quarters as the minimum quarterly distributions.

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MILLS MUSIC TRUST
NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS (CONTINUED)
THREE YEARS ENDED DECEMBER 31, 2004

NOTE 4. ROYALTIES (Continued)

The Trust's former auditors evaluated a recasting of the adjustment to years to which it pertained and the Trust submitted a letter to EMI, which recasts the amount of future contingent royalty payment reductions from $275,000 claimed by EMI to $155,000. The revision does not include the unresolved contract issue of advance (EMI's position) versus entitlement (the Trust's position). The Trust has yet to receive a response from EMI despite repeated requests.

(b) The Trust received additional royalties from EMI on December 31, 2001 relating to the quarters ended September 30, 2001 and December 31, 2001. The Trust made distributions based upon its receipt of the additional royalties from EMI in January 2002, after complying with the NASDAQ distribution notification requirements. In January 2002, the Trust made the distribution to unit holders of $278,844 ($1.00 per unit), as well as paying Trustee fees, printing and legal and professional fees totaling $56,156, (of which approximately $33,000 relates to the EMI matter previously discussed), resulting in undistributed cash of $44 at the end of January. The distribution and administrative fees have been reported in the Trust's 2002 fiscal year. For federal income tax purposes, the January 2002 distribution of cash received in 2001 was includable in the unit holder's 2001 taxable income.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

NONE

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Report, the Trust carried out an evaluation of the effectiveness of the design and operation of the Trust's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934) under the supervision and with the participation of the Trust's management, including the chief financial individual providing accounting services and the trust officer of the corporate trustee. Based on that evaluation, the chief financial individual providing accounting services and the trust officer of the corporate trustee concluded that the Trust's disclosure controls and procedures are effective.

(b) Changes in Internal Controls

There have not been any changes in the Trust's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fiscal period covered by this annual report on Form 10 K that have materially affected, or are reasonably likely to materially affect, the Trust's control over financial reporting.

PART III

ITEM 10. DIRECTORS OF THE REGISTRANT

HSBC Bank USA is the Corporate Trustee of the Trust. The Trustees serve until their removal, resignation, incapacity, or in the case of individual Trustees, their death.

HSBC Bank USA National Association or its predecessor Marine Midland Bank, has been the corporate trustee since February, 1965 and is a national banking association organized under the laws of the United States.

The Trust has not adopted a code of ethics (as defined in Item 406 of Regulation S-K under the Securities Exchange Act of 1934) governing its principal executive officer and principal financial officer as the Trust is managed by the Corporate Trustee and thus relies on the employees of the Corporate Trustee to abide by the codes of ethics established by the Corporate Trustee or its affiliates.

ITEM 11. EXECUTIVE COMPENSATION (See Item 13)

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners

To the best knowledge of the Trustees, the only persons who beneficially own more than 5% of the Trust Units are as follows:

                                                              PERCENT
NAME AND ADDRESS OF                          NUMBER OF       OF UNITS
BENEFICIAL OWNER                            UNITS OWNED     OUTSTANDING
-------------------                         ------------    -----------
MPL Communications, Ltd.
39 West 54th Street
New York, New York 10019                    79,609 Units       28.67%

Arnholt and S. Bleichroeder,
Advisors, LLC
1345 Avenue of the Americas
New York, New York 10105                    34,924 Units       12.58%

Based on statement filed with the SEC pursuant to Section 13 (d) or 13 (g) of the Act.

(b) Security Ownership of Management

The present Trustee has no beneficial ownership in the Trust.

The Trustees know of no contractual arrangements, which may result in a change in control of the Trust at a subsequent date.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a) Remunerations of Directors and Officers

The Declaration of Trust provides that each trustee shall receive annual compensation of $2,500 per year for his services as trustee, provided that such aggregate compensation to the trustees as a group may not exceed 3% of the monies received by the Trust in any year, and reimbursement for expenses reasonably incurred in the performance of his duties. The Declaration of Trust further provides for reimbursement to the corporate trustee for its clerical and administrative services to the Trust.

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Accordingly, HSBC Bank USA also receives reimbursement for such services (including services performed as Registrar and Transfer Agent of the Certificates representing Units). The Declaration of Trust further provides that if in the future any trustee performs unusual or extraordinary services, reasonable compensation for such services shall be paid, subject to certain limitations and to prior confirmation by a majority in interest of Trust Certificate holders. During 2004, pursuant to these provisions, HSBC Bank USA National Association received $3,125 as their trustee fee; including $625 applicable to 2003 that was paid in January 2004.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

Fees paid to Cornick, Garber & Sandler, LLP for professional services rendered for the audit of the Trust's statement of cash receipts and disbursements and the review of interim financial statements included in the quarterly reports on Form 10-Q aggregated $13,250 and $13,000 in 2004 and 2003, respectively.

Audit-Related Fees

NONE

Tax Fees

Fees paid to Cornick, Garber & Sandler, LLP for tax advice aggregated $3,150 in 2003.

All Other Fees

NONE

The Trust is not a corporate entity and thus does not have an Audit Committee. The Trustee has established a pre-approval policy with regard to audit, audit-related and certain non-audit engagements by the Trust of its independent auditors. Under this policy, the Trustee annually pre-approves certain limited, specified recurring services which may be provided by the Trust's independent auditors, subject to maximum dollar limitations. All other engagements for services to be performed by the Trust's independent auditors must be separately pre-approved by the Trustee.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

1. FINANCIAL STATEMENTS                                                PAGE
Independent Auditors' Reports                                            7

Statement of cash receipts and disbursements -
 years ended December 31, 2004, 2003 and 2002                            8

Notes to statement of cash receipts and disbursements                  9-11

2. FINANCIAL STATEMENT SCHEDULES                                       None

3. EXHIBITS                                                            None

      4.1   Declaration of Trust dated as of December 31, 1964

      4.2   Asset purchase agreement dated December 5, 1964

16.1(1) Letter, dated January 14, 2003 from Berdon LLP to the Securities and Exchange Commission

31.1 Certification of chief financial individual providing accounting services (filed herewith)

31.2 Certification of trust officer for the corporate trustee (filed herewith)

32.1 Certification of chief financial individual providing accounting services pursuant to 18 U.S.C. Section 1350 (furnished herewith)**

32.2 Certification of trust officer for the corporate trustee pursuant to 18 U.S.C. Section 1350 (furnished herewith)**

(1) Incorporated by reference to the Trust's Current Report on Form 8-K dated January 14, 2003 (File No. 2-22997).

** The information furnished in Exhibits 32.1 and 32.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 29, 2005                          By:  /s/ Marcia Markowski
                                             ----------------------------------

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EXHIBIT 4.1

Declaration of Trust dated as of December 3, 1964

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

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

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

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

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

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

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

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

ARTICLE ONE

Declaration of Trust; Name

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

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

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

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

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

ARTICLE TWO

Definitions

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

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

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

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

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

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

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

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

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

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

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

ARTICLE THREE

Trust Certificates

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE FOUR

Duration and Termination of Trust

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

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

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

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

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

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

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

ARTICLE FIVE

Duties of Trustees; Collection
and Application of Trust Moneys.

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

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

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

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

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

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

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

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

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

of the trust, whether fixed or contingent.

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

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

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

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

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

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

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

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

ARTICLE SIX

Purpose of Trust and Limitations on Trustees

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

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

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

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

ARTICLE SEVEN

Powers of the Trustees

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE EIGHT

Additional Duties of the Trustees

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

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

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

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

ARTICLE NINE

Concerning the Trustees

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE TEN

Protection of Persons Dealing with the Trustees

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

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

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

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

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

ARTICLE ELEVEN

Compensation of Trustees

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

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

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

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

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

ARTICLE TWELVE

Trustees and Successor Trustees

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

of the United States.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE THIRTEEN

Concerning the Trust Certificate Holders

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

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

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

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

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

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

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

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

ARTICLE FOURTEEN

Meetings of Trust Certificate Holders

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE FIFTEEN

Bonds

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

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

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

ARTICLE SIXTEEN

Filing of Agreement

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

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

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

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

ARTICLE SEVENTEEN

Amendments

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

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

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

ARTICLE EIGHTEEN

Miscellaneous Provisions

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

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

Section 18.3. Laws as to Construction. This

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

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

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

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

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

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

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

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

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

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

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

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

Notary Public

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 (formerly Mills Music, Inc.), a New York corporation, respectively, do hereby certify that the document annexed hereto is a true and correct copy of the agreement dated December 5, 1964, with exhibits, by and among our respective Corporations, providing, among other things, for the purchase by Mills Music, Inc. of all the assets of Mills Liquidating Corporation.

Dated: February 9, 1965

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

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

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

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

1. Sale of Assets

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

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

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

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

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

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

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

(A) The greater of:

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

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

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

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

(A) The greater of:

(x) 25 percent of such gross royalty income or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2. Guarantee of Performance and Net Worth and Liabilities Undertaking

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

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

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

3. Delivery of Documents Concurrently Herewith:

The following checks and documents have been delivered concurrently herewith:

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

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

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

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

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

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

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

transaction provided for herein.

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

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

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

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

4. Events After Execution.

After the execution hereof:

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

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

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

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

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

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

5. Waiver of Equitable Relief.

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

6. Miscellaneous.

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

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

Mills Music, Inc., a Delaware corporation c/o Utilities & Industries Management Corp.

425 Park Avenue

New York, N. Y.

Utilities & Industries Management Corp.

425 Park Avenue

New York, N. Y.

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

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

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

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

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

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

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

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

MILLS MUSIC, INC., a Delaware corporation

(Buyer)

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

UTILITIES & INDUSTRIES MANAGEMENT CORP.

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

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

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

EXHIBIT A

American Academy of Music Inc.

Ranger Music Inc.

Gotham Music Service, Inc.

The B. F. Wood Music Company, Inc.

Pampa Music Publishing Association Inc.

American Recording Artists Inc.

Ankerford Music Corp.

Paradise Music, Ltd.

Mills Music of Canada,Ltd.

Mills Music, Ltd, (England)

B. F. Wood Ltd.

Mills France

Mills Germany

Mills Mexico

Mills Brazil

Mills Holland

Mills Belgium

EXHIBIT B

BILL OF SALE

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

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

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

MILLS MUSIC, INC.,

 ATTEST:                                       a New York corporation

                                               By_______________________________
______________________________

Schedule to Bill of Sale Annexed Hereto

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

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

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

his name thereto as witness.

Sworn to and subscribed before me, at New York,

New York                                             ___________________________
                                                             Secretary

the date aforesaid.
___________________

EXHIBIT C-l
December 5, 1964

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

Dear Sir:

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

1. You do hereby represent and warrant is follows:

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

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

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

-2-

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

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

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

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

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

-3-

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

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

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

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

- 4 -

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

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

- 5 -

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

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

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

- 6 -

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

- 7 -

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

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

- 8 -

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

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

Yours truly,

MILLS MUSIC, INC.
(a Delaware Corporation)

By_________________________

Accepted and agreed to:

SCHEDULE A

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

EXHIBIT C-2

December 5, 1964

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

Dear Sir:

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

1. You do hereby represent and warrant as follows:

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

- 2 -

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

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

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

-3-

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

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

- 4 -

- 5 -

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

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

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

-6-

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

-7-

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

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

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

Yours truly,

MILLS MUSIC, INC.,
(a Delaware Corporation)

By_______________________________________

Accepted and agreed to:

SCHEDULE A

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

John Vincent

EXHIBIT C-3

December 5, 1964

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

Dear Mr. Buzzell:

The following is the agreement between us:

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

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

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

- 2 -

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

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

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

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

- 3 -

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

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

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

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

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

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

- 5 -

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

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

Kindly indicate your agreement to employment by us

-6-

on the foregoing terms and conditions where indicated below.

Yours truly,

MILLS MUSIC, INC.,
(a Delaware Corporation)

By______________________________________

Accepted and agreed to:

EXHIBIT C-4

December 5 , 1964

Dear Sir:

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

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

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

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

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

- 2 -

rights as of the date hereof.

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

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

- 3 -

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

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

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

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

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

- 4 -

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

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

- 5 -

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

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

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

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

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

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

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

Yours truly,

MILLS MUSIC, INC,
(a Delaware Corporation)

By_______________________________________

ACCEPTED AND AGREED TO:

SCHEDULE
PART A

Leroy Anderson                                 Norman Malkin

Johnny Bradford                                Eric Masohwitz

Roy Brodsky                                    Issachor Miron

Henri Content                                  Freddy Morgan

Evelyn Danzig                                  Henry Onorati

Katherine K. Davis                             Mitchell Parish

Paul Durand                                    Jad Paul

Morton Gould                                   Frank Perkins

Julius Grossman                                Edgar Sampson

Yehiel Haggiz                                  Jack Segal

Kermit Leslie                                  Harry Simone

Walter Leslie                                  Sid Tepper

John Vincent

PART B

Dukes of Dixieland                             Martin Mailman

Carlos Chavez                                  Ernst Toch

Herb Ellis                                     John Vincent

Richard W. J. Hayman                           Richard Wernick

Paul Winter

EXHIBIT D

December 5, 1964

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

Gentlemen:

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

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

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

American Academy of Music Inc.

Ranger Music Inc.

Gotham Music Service, Inc.

The B. F. Wood Music Company Inc.

Pampa Music Publishing Association Inc.

American Recording Artists Inc.

Ankerford Music Corp.

Paradise Music, Ltd.

Mills Music of Canada, Ltd.

Mills Music, Ltd. (England)

B. F. Wood, Ltd.

Mills France

Mills Germany

Mills Mexico

Mills Brazil

Mills Holland

Mills Belgium

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Jack Mills              45%

Irving Mills            45%

Samuel J. Buzzell       10%

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

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

19. Miscellaneous.

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

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

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

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

Very truly yours,

Jack Mills

Irving Mills

Samuel J. Buzzell

ACCEPTED AND AGREED TO:

MILLS MUSIC, INC., a
Delaware corporation

By___________________________

EXHIBIT 1

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

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

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

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

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

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

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

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

Mills Music, Ltd. 1000 Mills Music, Inc.

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

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

Mills France                    100% interest                   Mills Music, Inc.

Mills Germany                   100% interest                   Mills Music, Inc.

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

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

Mills Holland                   100% interest                   Mills Music, Inc.

Mills Belgium                   100% interest                   Mills Music, Inc.

Mills Music of Canada, Ltd.     45                              Jack Mills
                                45                              Irving Mills
                                10                              Samuel J. Buzzell

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

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

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

Jack Mills

Irving .Mills

Samuel J. Buzzell

EXHIBIT 3

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

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

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

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

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

_____________________________          __________________________________
        ROBERT MILLS                            IRVING  MILLS

_____________________________          __________________________________
        SIDNEY MILLS                            BESSIE MILLS

_____________________________          __________________________________
        BEATRICE MYROW                          PAUL MILLS

_____________________________          __________________________________
        FLORENCE SEITZ                          RICHARD J. MILLS

EXHIBIT 5
December 5, 1964

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

American Academy of Music, Inc. Ranger Music, Inc.
Gotham Music Service, Inc. The B. F. Wood Music Company, Inc. Pampa Music Publishing Association, Inc. American Recording Artists, Inc. Ankerford Music Corp.

Mills Music of Canada, Ltd.
Mills Music Limited (England)
B.F. Wood, Ltd.
Mills France
Mills Germany
Mills Mexico
Mills Brazil
Mills Holland
Mills Belgium
Paradise Music, Ltd.

Jack Mills

Irving Mills

Samuel J. Buzzell

EXHIBIT 6

PLAN OF COMPLETE LIQUIDATION

MILLS MUSIC, INC.

(A New York Corporation)

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

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

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

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

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 )

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

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

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

[Seal]

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

Notary Public

EXHIBIT 7

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

are as follows: Each of

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

       Managing Director:                 Cyril Gee

       Secretary:                         John Alfred Crease Barradde

       Alternate Director:                Walter Frederick Lyons

Mills Prance:

       Managing Director:                 Gerard Tournier

Mills Germany:

       Managing Director:                 Rolf Budde

Mills Brazil:

       Managing Director:                 Enrique Levendiger

Mills Holland:

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

Mills Mexico:

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

                                                              EXHIBIT 7 - Page 2

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

       Assistant Treasurer:               Louis Schwartz

American Academy of Music
Pampa Music Publishing Association,Inc.

       Assistant Treasurer:               William Mittler

                                                                       Exhibit 8

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

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

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

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

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

EXHIBIT 9

                                               Aggregate
 Corporation                                   Dividends
 -----------                                   ---------
Mills Music, Inc., a New York corporation      $  10,000

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

Gotham Music Service, Inc.                         5,000

American Academy of Music, Inc.                    5,000

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

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
120 Broadway
New York, New York

Attention: Frank C. Straat

Dear Sirs:

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

The terms on which such Escrow Fund is to be held

by you are as follows:

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

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

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

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

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

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

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

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

set forth in the provisions of paragraph 2 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Jack Mills                45%
Irving Mills              45%
Samuel J. Buzzell         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 Mills shall, jointly and severally, indemnify and hold you harmless from any and all liability and expense which may arise out of any action taken or omitted by you as escrow agent in accordance with this agreement, as the same may be amended, modified or supplemented, except such liability and expense as may result from your own gross negligence or wilful misconduct.

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

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

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

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

10.

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

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

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

New Mills                               50%
Jack Mills                          22-1/2%
Irving Mills                        22-1/2%
Samuel J. Buzzell                        5%

11.

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

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

Mills Music Inc., a Delaware corporation c/o Utilities & Industries Management Corp.

425 Park Avenue
New York, New York 10022

Jack Mills and Irving Mills

c/o Max Fink, Esq.

617 South Olive

Los Angeles 4, California
and
c/o Murry C. Becker, Esq.

41 East 42nd Street
New York, New York 10017

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

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

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

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

12.

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

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

Very truly yours,

Jack Mills

Irving Mills

Samuel J. Buzzell

ACCEPTED AND AGREED TO:

THE MARINE MIDLAND TRUST
COMPANY OF NEW YORK

By______________________________

MILLS MUSIC, INC.,
a Delaware corporation

By______________________________

EXHIBIT E

LETTERHEAD OF SAMUEL J. BUZZELL

December 5, 1964

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

Dear Sirs:

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

It is my opinion that:

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

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

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

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

Very truly yours,

Samuel J. Buzzell

EXHIBIT F

ASSUMPTION OF LIABILITIES

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

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

MILL MUSIC, INC.,
a Delaware corporation

By___________________________

ATTEST:

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

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

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


_______________________

EXHIBIT 31.1

CERTIFICATION

I, Joel Faden, certify that:

1. I have reviewed this report on Form 10-K of Mills Music Trust;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; *

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information ; and

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b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

* The statements of cash receipts and disbursements reflect only cash transactions and do not include transactions that would be recorded in financial statements presented on the accrual basis of accounting. The Trust is required to distribute all funds received after payment of expenses. Accordingly, the Trust has not prepared any statements of financial condition or cash flows.

Date: March 29, 2005                      /s/ Joel Faden
                                          --------------------------------------
                                          Joel Faden, Joel Faden & Company, Inc.
                                          Chief Financial Individual providing
                                          accounting services

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EXHIBIT 31.2

I, Marcia Markowski, certify that:

1. I have reviewed this report on Form 10-K of Mills Music Trust;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

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b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 29, 2005                    /s/ Marcia Markowski
                                        ----------------------------------------
                                        Marcia Markowski
                                        Trust officer of The Corporate Trustee

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Annual Report of Mills Music Trust. (the "Trust") on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission (the "Report"), I, Joel Faden, the chief financial individual providing accounting services, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Trust.*

Date: March 29, 2005                  /s/ Joel Faden
                                      --------------------------------------
                                      Joel Faden, Joel Faden & Company, Inc.
                                      Chief Financial Individual
                                      Providing accounting services

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350

In connection with the Annual Report of Mills Music Trust. (the "Trust") on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission (the "Report"), I, Marcia Markowski, the Trust officer of the corporate trustee, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Trust.*

Date: March 29, 2005                    /s/ Marcia Markowski
                                        ----------------------------------------
                                        Marcia Markowski
                                        Trust officer of The Corporate Trustee

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