SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT--EXTENSION AGREEMENT
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         This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT-- EXTENSION AGREEMENT
is entered into this 23rd day of December 1998 by and between MUSIC
TECHNOLOGIES, INC., a Michigan corporation ("Seller") and MUZAK LIMITED
PARTNERSHIP, a Delaware limited partnership ("Buyer").

                                R E C I T A L S:

         A. The parties entered into an Asset Purchase Agreement dated October
28, 1998, with associated Schedules and Exhibits (collectively the "Asset
Purchase Agreement").

         B. The parties entered into an Amendment to Asset Purchase Agreement on
November 27, 1998 in order to amend the purchase price and to make other
changes to the Asset Purchase Agreement (the "First Amendment"). The terms of
the First Amendment are incorporated herein by reference.

         C. The parties wish to further amend the Asset Purchase Agreement to
extend the time for closing and the delivery of customer consents and to provide
for the delivery of certain other documentation to Seller.

         NOW, THEREFORE, the parties agree as follows:

         The Asset Purchase Agreement is amended as follows:

         1. December 23, 1998 Deadline Extended. All references to the date
"December 23, 1998" in the Asset Purchase Agreement are hereby deemed amended to
refer to the date "December 30, 1998."

         2. Covenants of Buyer. The following Section 11.3 is hereby added to
the Asset Purchase Agreement:

                  11.3 Delivery of Financials and Opinion Letter. Buyer shall
deliver to Seller on or before Monday December 28, 1998 a copy of the finance
forecasts provided by Buyer to Foothill Capital Corp., and a copy of the
Foothill Capital financing commitment letter (accepted in writing by Buyer), in
order for Seller to determine in its reasonable discretion whether Buyer has
adequate financial resources and creditworthiness to be able to pay the Closing
Payment on the Closing Date and to pay a portion of the Purchase Price over
time. At Closing, Buyer will cause to be delivered to Seller an opinion of
counsel from the law firm of Weil Gotshal and Manges, stating that neither the
execution and delivery of the $2,550,000 promissory note from Buyer to Seller
nor the Buyer's performance under such note (including without limitation,
payment of such according to its terms) will violate any provision contained in
that certain $100 Million Bond Indenture in favor of First Trust, N.A.,
Indenture Trustee, dated October 2, 1996.


         2. Capitalized Terms. Capitalized terms not otherwise defined in this
Agreement have the same meaning as ascribed to them in the Asset Purchase
Agreement.

         3. No Other Modification. Except as expressly modified herein, the
Asset Purchase Agreement shall remain in full force and effect. The provisions
of Section 15 (Miscellaneous) of the Asset Purchase Agreement are hereby
incorporated by reference.

         4. Counterparts/Facsimile Signatures. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all of
which taken together shall constitute one and the same instrument. The parties
agree that a signature of this Agreement obtained by facsimile machine will be
binding as an original.

         IN WITNESS WHEREOF, the parties have signed this Second Amendment to
Asset Purchase Agreement as of the date written above.


                                  MUSIC TECHNOLOGIES, INC.

                                  BY: /s/ Lorraine Golden
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                                     LORRAINE GOLDEN, PRESIDENT


                                  MUZAK LIMITED PARTNERSHIP

                                  BY: /s/ Brad D. Bodenman
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                                     BRAD D. BODENMAN, CHIEF FINANCIAL OFFICER