Resolutions Modifying Exercise Price of Common Stock Purchase Warrants

                               MINUTES OF MEETING
                            OF THE BOARD OF DIRECTORS
                                       OF
                           DCC COMPACT CLASSICS, INC.

                                  May 24, 1995


A regular meeting of the Board of Directors of DCC Compact  Classics,  Inc. (the
"Company"),  a Colorado  Corporation,  was held at 11:00 a.m. on May 24, 1995 in
the Company offices at 9301 Jordan Avenue, Suite 105, Chatsforth, California.

Those present were: Marshall Blonstein,  Milton Barbarosh, Stan Layton, and Gary
Gillman constituting all the members of the Board of Directors.

Mr. Milton  Barbarosh acted as Chairman of the meeting and Marcia  McGovern,  as
Secretary of the Company, was present to record the minutes.

The first topic for the meeting was the approval and ratification of the minutes
of the November 18, 1994 Annual Meeting of Stockholders.  After discussion, upon
motion duly made and seconded, the following motion was unanimously approved:

RESOLVED,  that the  minutes of the  meeting of the Board of  Directors  held on
November 18, 1994 are hereby approved and ratified.

As each member had  previously  examined  the 1994  audited  financials  and tax
returns, the following motion was unanimously approved:

RESOLVED,  that the Board  approve the 1994 10-KSB,  hereby  attached as Exhibit
"A".

The next topic of  discussion  was the  selection  of new legal  counsel for the
company.  Upon  motion  clearly  made and  seconded,  the  following  motion was
unanimously approved:

RESOLVED,  that Atlas,  Pearlman,  Trop & Borkson be appointed as the  Company's
legal counsel for any  corporate  matters and to review and update Forms 3 and 4
with the Security and Exchange Commission.

Also,  upon  motion  clearly  made  and  seconded,   the  following  motion  was
unanimously approved:

RESOLVED,  that  Winter,  Scheifley &  Associates  be  appointed  as the Company
auditor.








After  discussion of various  dates,  it was moved and seconded  unanimously  to
approve the following:

RESOLVED,  that the Annual Meeting of Stockholders  be held on Monday,  November
20, 1995 in the  corporate  offices of DCC Compact  Classics,  Inc. at 9:00 a.m.
PST.

The next topic of  discussion  was the subject of venture  capital.  Upon motion
duly made and seconded, the following motion was unanimously approved:

RESOLVED, to authorize Marshall Blonstein and Milton Barbarosh to raise three to
five million dollars for the Company. Additionally, it was resolved to authorize
Marshall Blonstein to pursue the acquisition of Yesterday's Radio & Video.

After discussion of Romance Alive Audio, ("Romance") a motion was made by Milton
Barbarosh to continue to further  finance  Romance up to an additional  $50,000,
for up to an additional 10% equity; and that Gary Gillman will work to structure
an equitable transaction with the Company to be approved by the board.

With Marshall Blonstein abstaining, the motion was seconded, and approved.

A Compensation  Committee was appointed,  its members being Marshall  Blonstein,
Gary  Gillman,  and Milton  Barbarosh.  An Audit  Committee was  appointed,  its
members being Gary Gillman and Stan Layton.

After discussion,  a motion was made and approved to issue to Marshall Blonstein
and Milton  Barbarosh a stock option at 13(cent) for 200,000 shares each; and to
Stan Layton and Gary Gillman a stock option at 13(cent) for 50,000  shares each.
Further,  it was  approved  that the prior  stock  options  issued  to  Marshall
Blonstein and Milton Barbarosh will be repriced to 13(cent)/share.

This motion being unanimously  approved,  and there being no further business to
come  before the  meeting,  upon  motion  duly made,  seconded  and  unanimously
carried, the meeting was adjourned.



/s/Marshall Blonstein                              /s/Marcia McGovern
- ------------------------------                     ---------------------------
Marshall Blonstein, Chairman                       Marcia McGovern, Secretary












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