BUSINESS LOAN AGREEMENT

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  Principal     Loan Date    Maturity     Loan No.       Call      Collateral     Account      Officer     Initials
 <S>           <C>          <C>            <C>            <C>         <C>         <C>            <C>
 $250,000.00   03-01-2000   03-01-2003     486484         42          5100        115342         GRA
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Borrower:     CODA MUSIC TECHNOLOGY, INC.                 Lender:    RIVERSIDE BANK
              6210 BURY DRIVE                                        MINNESOTA CENTER OFFICE
              EDEN PRAIRIE, MN  55346                                7760 FRANCE AVENUE SOUTH, SUITE 125
                                                                     BLOOMINGTON, MN  55435
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THIS BUSINESS LOAN AGREEMENT between CODA MUSIC TECHNOLOGY, INC. ("Borrower")
and RIVERSIDE BANK ("Lender") is made and executed on the following terms and
conditions. Borrower has received prior commercial loans from Lender or has
applied to Lender for a commercial loan or loans and other financial
accommodations, including those which may be described on any exhibit or
schedule attached to this Agreement. All such loans and financial
accommodations, together with all future loans and financial accommodations from
Lender to Borrower, are referred to in this Agreement individually as the "Loan"
and collectively as the "Loans." Borrower understands and agrees that: (a) in
granting, renewing, or extending any Loan, Lender is relying upon Borrower's
representations, warranties, and agreements, as set forth in this Agreement; (b)
the granting, renewing, or extending of any Loan by Lender at all times shall be
subject to Lender's sole judgment and discretion; and (c) all such Loans shall
be and shall remain subject to the following terms and conditions of this
Agreement.

TERM. This Agreement shall be effective as of March 1, 2000, and shall continue
thereafter until all Indebtedness of Borrower to Lender has been performed in
full and the parties terminate this Agreement in writing.


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DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

         Agreement. The word "Agreement" means this Business Loan Agreement, as
         this Business Loan Agreement may be amended or modified from time to
         time, together with all exhibits and schedules attached to this
         Business Loan Agreement from time to time.

         Borrower. The word "Borrower" means CODA MUSIC TECHNOLOGY, INC. The
         word "Borrower" also includes, as applicable, all subsidiaries and
         affiliates of Borrower as provided below in the paragraph titled
         "Subsidiaries and Affiliates."

         CERCLA. The word "CERCLA" means the Comprehensive Environmental
         Response, Compensation, and Liability Act of 1980, as amended.

         Cash Flow. The words "Cash Flow" mean net income after taxes, and
         exclusive of extraordinary gains and income, plus depreciation and
         amortization.

         Collateral. The word "Collateral" means and includes without limitation
         all property and assets granted as collateral security for a Loan,
         whether real or personal property, whether granted directly or


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         indirectly, whether granted now or in the future, and whether granted
         in the form of a security interest, mortgage, deed of trust,
         assignment, pledge, chattel mortgage, chattel trust, factor's lien,
         equipment trust, conditional sale, trust receipt, lien, charge, lien or
         title retention contract, lease or consignment intended as a security
         device, or any other security or lien interest whatsoever, whether
         created by law, contract, or otherwise.

         Debt. The word "Debt" means all of Borrower's liabilities excluding
         Subordinated Debt.

         ERISA. The word "ERISA" means the Employee Retirement Income Security
         Act of 1974, as amended.

         Event of Default. The words "Event of Default" mean and include without
         limitation any of the Events of Default set forth below in the section
         titled "EVENTS OF DEFAULT."

         Grantor. The word "Grantor" means and includes without limitation each
         and all of the persons or entities granting a Security Interest in any
         Collateral for the Indebtedness, including without limitation all
         Borrowers granting such a Security Interest.

         Guarantor. The word "Guarantor" means and includes without limitation
         each and all of the guarantors, sureties, and accommodation parties in
         connection with any Indebtedness.

         Indebtedness. The word "Indebtedness" means and includes without
         limitation all Loans, together with all other obligations, debts and
         liabilities of Borrower to Lender, or any one or more of them, as well
         as all claims by Lender against Borrower, or any one or more of them;
         whether now or hereafter existing, voluntary or involuntary, due or not
         due, absolute or contingent, liquidated or unliquidated; whether
         Borrower may be liable individually or jointly with others; whether
         Borrower may be obligated as a guarantor, surety, or otherwise; whether
         recovery upon such Indebtedness may be or hereafter may become barred
         by any statute of limitations; and whether such Indebtedness may be or
         hereafter may become otherwise unenforceable.

         Lender. The word "Lender" means RIVERSIDE BANK, its successors and
         assigns.

         Liquid Assets. The words "Liquid Assets" mean Borrower's cash on hand
         plus Borrower's readily marketable securities.

         Loan. The word "Loan" or "Loans" means and includes without limitation
         any and all commercial loans and financial accommodations from Lender
         to Borrower, whether now or hereafter existing, and however evidenced,
         including without limitation those loans and financial accommodations
         described herein or described on any exhibit or schedule attached to
         this Agreement from time to time.

         Note. The word "Note" means and includes without limitation Borrower's
         promissory note or notes, if any, evidencing Borrower's Loan
         obligations in favor of Lender, as well as any substitute, replacement
         or refinancing note or notes therefor.


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         Permitted Liens. The words "Permitted Liens" mean: (a) liens and
         security interests securing Indebtedness owed by Borrower to Lender;
         (b) liens for taxes, assessments, or similar charges either not yet due
         or being contested in good faith; (c) liens of materialmen, mechanics,
         warehousemen, or carriers, or other like liens arising in the ordinary
         course of business and securing obligations which are not yet
         delinquent; (d) purchase money liens or purchase money security
         interests upon or in any property acquired or held by Borrower in the
         ordinary course of business to secure Indebtedness outstanding on the
         date of this Agreement or permitted to be incurred under the paragraph
         of this Agreement titled "Indebtedness and Liens"; (e) liens and
         security interests which, as of the date of this Agreement, have been
         disclosed to and approved by the Lender in writing; and (f) those liens
         and security interests which in the aggregate constitute an immaterial
         and insignificant monetary amount with respect to the net value of
         Borrower's assets.

         Related Documents. The words "Related Documents" mean and include
         without limitation all promissory notes, credit agreements, loan
         agreements, environmental agreements, guaranties, security agreements,
         mortgages, deeds of trust, and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Indebtedness.

         Security Agreements. The words "Security Agreement" mean and include
         without limitation any agreements, promises, covenants, arrangements,
         understandings or other agreements, whether created by law, contract,
         or otherwise, evidencing, governing, representing, or creating a
         Security Interest.

         Security Interest. The words "Security Interest" mean and include
         without limitation any type of collateral security, whether in the form
         of a lien, charge, mortgage, deed of trust, assignment, pledge, chattel
         mortgage, chattel trust, factor's lien, equipment trust, conditional
         sale, trust receipt, lien or title retention contract, lease or
         consignment intended as a security device, or any other security or
         lien interest whatsoever, whether created by law, contract, or
         otherwise.

         SARA. The word "SARA" means the Superfund Amendments and
         Reauthorization Act of 1986 as now or hereafter amended.

         Subordinated Debt. The words "Subordinated Debt" mean indebtedness and
         liabilities of Borrower which have been subordinated by written
         agreement to Indebtedness owed by Borrower to Lender in form and
         substance acceptable to Lender.

         Tangible Net Worth. The term "Tangible Net Worth" shall mean Borrower's
         total assets excluding all intangible assets (i.e., goodwill,
         trademarks, patents, copyrights, organizational expenses, and similar
         intangible items, but including leaseholds and leasehold improvements)
         and Related Party Notes less total debt. The term "Related Party Notes"
         shall mean all notes due from companies affiliated by common ownership,
         officers, directors, stockholders, or employees. The term "Debt" shall
         mean all of Borrower's liabilities excluding subordinated debt. The
         term "Subordinated Debt" shall mean indebtedness and liabilities of


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         Borrower which have been subordinated by written agreement to
         Indebtedness owed by Borrower to Lender in form and substance
         acceptable to Lender.

         Working Capital. The words "Working Capital" mean Borrower's current
         assets, excluding prepaid expenses, less Borrower's current
         liabilities.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Loan Advance and each subsequent Loan Advance under this Agreement shall be
subject to the fulfillment to Lender's satisfaction of all of the conditions set
forth in this Agreement and in the Related Documents.

         Loan Documents. Borrower shall provide to Lender in form satisfactory
         to Lender the following documents for the Loan: (a) the Note; (b)
         Security Agreements granting to Lender security interests in the
         Collateral; (c) Financing Statements perfecting Lender's Security
         Interests; (d) evidence of insurance as required below; and (e) any
         other documents required under this Agreement or by Lender or its
         counsel.

         Borrower's Authorization. Borrower shall have provided in form and
         substance satisfactory to Lender properly certified resolutions, duly
         authorizing the execution and delivery of this Agreement, the Note and
         the Related Documents, and such other authorizations and other
         documents and instruments as Lender or its counsel, in their sole
         discretion, may require.

         Payment of Fees and Expenses. Borrower shall have paid to Lender all
         fees, charges, and other expenses which are then due and payable as
         specified in this Agreement or any Related Document.

         Representations and Warranties. The representations and warranties set
         forth in this Agreement, in the Related Documents, and in any document
         or certificate delivered to Lender under this Agreement are true and
         correct.

         No Event of Default. There shall not exist at the time of any advance a
         condition which would constitute an Event of Default under this
         Agreement.

REPRESENTATION AND WARRANTIES. Borrower represents and warrants to Lender, as of
the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

         Organization. Borrower is a corporation which is duly organized,
         validly existing, and in good standing under the laws of the state of
         Borrower's incorporation and is validly existing and in good standing
         in all states in which Borrower is doing business. Borrower has the
         full power and authority to own its properties and to transact the
         businesses in which it is presently engaged or presently proposes to
         engage. Borrower also is duly qualified as a foreign corporation and is
         in good standing in all states in which the failure to so qualify would
         have a material adverse effect on its businesses or financial
         condition.


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         Authorization. The execution, delivery, and performance of this
         Agreement and all Related Documents by Borrower, to the extent to be
         executed, delivered or performed by Borrower, have been duly authorized
         by all necessary action by Borrower; do not require the consent or
         approval of any other person, regulatory authority or governmental
         body; and do not conflict with, result in a violation of, or constitute
         a default under (a) any provision of its articles of incorporation or
         organization, or bylaws, or any agreement or other instrument binding
         upon Borrower or (b) any law, governmental regulation, court decree, or
         order applicable to Borrower.

         Financial Information. Each financial statement of Borrower supplied to
         Lender truly and completely disclosed Borrower's financial condition as
         of the date of the statement, and there has been no material adverse
         change in Borrower's financial condition subsequent to the date of the
         most recent financial statement supplied to Lender. Borrower has no
         material contingent obligations except as disclosed in such financial
         statements.

         Legal Effect. This Agreement constitutes, and any instrument or
         agreement required hereunder to be given by Borrower when delivered
         will constitute, legal, valid and binding obligations of Borrower
         enforceable against Borrower in accordance with their respective terms.

         Properties. Except as contemplated by this Agreement or as previously
         disclosed in Borrower's financial statements or in writing to Lender
         and as accepted by Lender, and except for property tax liens for taxes
         not presently due and payable, Borrower owns and has good title to all
         of Borrower's properties free and clear of all Security Interests, and
         has not executed any security documents or financing statements
         relating to such properties. All of Borrower's properties are titled in
         Borrower's legal name, and Borrower has not used, or filed a financing
         statement under, any other name for at least the last five (5) years.

         Hazardous Substances. The terms "hazardous waste," "hazardous
         substance," "disposal," "release," and "threatened release," as used in
         this Agreement, shall have the same meanings as set forth in the
         "CERCLA," "SARA," the Hazardous Materials Transportation Act, 49 U.S.C.
         Section 1801, et seq., the Resource Conservation and Recovery Act, 42
         U.S.C. Section 6901, et seq., or other applicable state or Federal
         laws, rules, or regulations adopted pursuant to any of the foregoing.
         Except as disclosed to and acknowledged by Lender in writing, Borrower
         represents and warrants that: (a) During the period of Borrower's
         ownership of the properties, there has been no use, generation,
         manufacture, storage, treatment, disposal, release or threatened
         release of any hazardous waste or substance by any person on, under,
         about or from any of the properties. (b) Borrower has no knowledge of,
         or reason to believe that there has been (i) any use, generation,
         manufacture, storage, treatment, disposal, release, or threatened
         release of any hazardous waste or substance on, under, about or from
         the properties by any prior owners or occupants of any of the


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         properties, or (ii) any actual or threatened litigation or claims of
         any kind by any person relating to such matters. (c) Neither Borrower
         nor any tenant, contractor, agent or other authorized user of any of
         the properties shall use, generate, manufacture, store, treat, dispose
         of, or release any hazardous waste or substance on, under, about or
         from any of the properties; and any such activity shall be conducted in
         compliance with all applicable federal, state, and local laws,
         regulations, and ordinances, including without limitation those laws,
         regulations and ordinances described above. Borrower authorizes Lender
         and its agents to enter upon the properties to make such inspections
         and tests as Lender may deem appropriate to determine compliance of the
         properties with this section of the Agreement. Any inspections or tests
         made by Lender shall be at Borrower's expense and for Lender's purposes
         only and shall not be construed to create any responsibility or
         liability on the part of Lender to Borrower or to any other person. The
         representations and warranties contained herein are based on Borrower's
         due diligence in investigating the properties for hazardous waste and
         hazardous substances. Borrower hereby (a) releases and waives any
         future claims against Lender for indemnity or contribution in the event
         Borrower becomes liable for cleanup or other costs under any such laws,
         and (b) agrees to indemnify and hold harmless Lender against any and
         all claims, losses, liabilities, damages, penalties, and expenses which
         Lender may directly or indirectly sustain or suffer resulting from a
         breach of this section of the Agreement or as a consequence of any use,
         generation, manufacture, storage, disposal, release or threatened
         release of a hazardous waste or substance on the properties. The
         provisions of this section of the Agreement, including the obligation
         to indemnify, shall survive the payment of the Indebtedness and the
         termination or expiration of this Agreement and shall not be affected
         by Lender's acquisition of any interest in any of the properties,
         whether by foreclosure or otherwise.

         Litigation and Claims. No litigation, claim, investigation,
         administrative proceeding or similar action (including those for unpaid
         taxes) against Borrower is pending or threatened, and no other event
         has occurred which may materially adversely affect Borrower's financial
         condition or properties, other than litigation, claims, or other
         events, if any, that have been disclosed to and acknowledged by Lender
         in writing.

         Taxes. To the best of Borrower's knowledge, all tax returns and reports
         of Borrower that are or were required to be filed, have been filed, and
         all taxes, assessments and other governmental charges have been paid in
         full, except those presently being or to be contested by Borrower in
         good faith in the ordinary course of business and for which adequate
         reserves have been provided.

         Lien Priority. Unless otherwise previously disclosed to Lender in
         writing, Borrower has not entered into or granted any Security
         Agreements, or permitted the filing or attachment of any Security
         Interests on or affecting any of the Collateral directly or indirectly
         securing repayment of Borrower's Loan and Note, that would be prior or
         that may in any way be superior to Lender's Security Interests and
         rights in and to such Collateral.

         Binding Effect. This Agreement, the Note, all Security Agreements
         directly or indirectly securing repayment of Borrower's Loan and Note
         and all of the Related Documents are binding upon Borrower as well as
         upon Borrower's successors, representatives and assigns, and are
         legally enforceable in accordance with their respective terms.

         Commercial Purposes. Borrower intends to use the Loan proceeds solely
         for business or commercial related purposes.




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         Employee Benefit Plans. Each employee benefit plan as to which Borrower
         may have any liability complies in all material respects with all
         applicable requirements of law and regulations, and (i) no Reportable
         Event nor Prohibited Transaction (as defined in ERISA) has occurred
         with respect to any such plan, (ii) Borrower has not withdrawn from any
         such plan or initiated steps to do so, (iii) no steps have been taken
         to terminate any such plan, and (iv) there are no unfunded liabilities
         other than those previously disclosed to Lender in writing.

         Location of Borrower's Offices and Records. Borrower's place of
         business, or Borrower's chief executive office, if Borrower has more
         than one place of business, is located at 6210 BURY DRIVE, EDEN
         PRAIRIE, MN 55346. Unless Borrower has designated otherwise in writing
         this location is also the office or offices where Borrower keeps its
         records concerning the Collateral.

         Year 2000. Borrower warrants and represents that all software utilized
         in the conduct of Borrower's business will have appropriate
         capabilities and compatibility for operation to handle calendar dates
         falling on or after January 1, 2000, and all information pertaining to
         such calendar dates, in the same manner and with the same functionality
         as the software does respecting calendar dates falling on or before
         December 31, 1999. Further, Borrower warrants and represents that the
         data-related user interface functions, data-fields, and data-related
         program instructions and functions of the software include the
         indication of the century.

         Information. All information heretofore or contemporaneously herewith
         furnished by Borrower to Lender for the purposes of or in connection
         with this Agreement or any transaction contemplated hereby is, and all
         information hereafter furnished by or on behalf of Borrower to Lender
         will be, true and accurate in every material respect on the date as of
         which such information is dated or certified; and none of such
         information is or will be incomplete by omitting to state any material
         fact necessary to make such information not misleading.

         Survival of Representations and Warranties. Borrower understands and
         agrees that Lender, without independent investigation, is relying upon
         the above representations and warranties in making the above referenced
         Loan to Borrower. Borrower further agrees that the foregoing
         representations and warranties shall be continuing in nature and shall
         remain in full force and effect until such time as Borrower's
         Indebtedness shall be paid in full, or until this Agreement shall be
         terminated in the manner provided above, whichever is the last to
         occur.

AFFIRMATIVE  COVENANTS.  Borrower  covenants  and agrees  with  Lender  that,
while this  Agreement  is in effect, Borrower will:

         Litigation. Promptly inform Lender in writing of (a) all material
         adverse changes in Borrower's financial conditions, and (b) all
         existing and all threatened litigation, claims, investigations,
         administrative proceedings or similar actions affecting Borrower or any
         Guarantor which could materially affect the financial condition of
         Borrower or the financial condition of any Guarantor.


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         Financial Records. Maintain its books and records in accordance with
         generally accepted accounting principles, applied on a consistent
         basis, and permit Lender to examine and audit Borrower's books and
         records at all reasonable times.

         Financial Statements. Furnish Lender with, as soon as available, but in
         no event later than ninety (90) days after the end of each fiscal year,
         Borrower's balance sheet and income statement for the year ended,
         audited by a certified public accountant satisfactory to Lender, and,
         as soon as available, but in no event later than thirty (30) days after
         the end of each month, Borrower's balance sheet and profit and loss
         statement for the period ended, prepared and certified as correct to
         the best knowledge and belief by Borrower's chief financial officer or
         other officer or person acceptable to Lender. All financial reports
         required to be provided under this Agreement shall be prepared in
         accordance with generally accepted accounting principles, applied on a
         consistent basis, and certified by Borrower as being true and correct.

         Additional Information. Furnish such additional information and
         statements, lists of assets and liabilities, agings of receivables and
         payables, inventory schedules, budgets, forecasts, tax returns, and
         other reports with respect to Borrower's financial condition and
         business operations as Lender may request from time to time. Additional
         information shall be delivered according to the following schedule:
         BORROWER SHALL DELIVER TO LENDER AS SOON AS POSSIBLE, BUT IN NO EVENT
         LATER THAN THIRTY DAYS AFTER MONTH END, AN ACCOUNTS RECEIVABLE AGING.

         Financial Covenants and Ratios. Comply with the following covenants and
         ratios:

                  Tangible Net Worth. Maintain a minimum Tangible Net Worth of
                  not less than $800,000.00 at July 31, 2000 and monthly
                  thereafter, $1,800,000.00 at December 31, 2000 and monthly
                  thereafter.

         For purposes of this Agreement and to the extent the following terms
         are utilized in this Agreement, the term "Tangible Net Worth" shall
         mean Borrower's total assets excluding all intangible assets (i.e.,
         goodwill, trademarks, patents, copyrights, organizational expenses, and
         similar intangible items, but including leaseholds and leasehold
         improvements) and Related Party Notes less total debt. The term
         "Related Party Notes" shall mean all notes due from companies
         affiliated by common ownership, officers, directors, stockholders, or
         employees. The term "Debt" shall mean all of Borrower's liabilities
         excluding subordinated debt. The term "Subordinated Debt" shall mean
         indebtedness and liabilities of Borrower which have been subordinated
         by written agreement to Indebtedness owed by Borrower to Lender in form
         and substance acceptable to Lender. The term "Working Capital" shall
         mean Borrower's current assets, excluding prepaid expenses, less
         Borrower's current liabilities. The term "Liquid Assets" shall mean
         Borrower's cash on hand plus Borrower's receivables. The term "Cash
         Flow" shall mean net income after taxes, and exclusive of extraordinary
         gains and income, plus depreciation and amortization. Except as
         provided above, all computations made to determine compliance with the
         requirements contained in this paragraph shall be made in accordance


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         with generally accepted accounting principles, applied on a consistent
         basis, and certified by Borrower as being true and correct.

         Insurance. Maintain fire and other risk insurance, public liability
         insurance, and such other insurance as Lender may require with respect
         to Borrower's properties and operations, in form, amounts, coverages
         and with insurance companies reasonably acceptable to Lender. Borrower,
         upon request of Lender, will deliver to Lender from time to time the
         policies or certificates of insurance in form satisfactory to Lender,
         including stipulations that coverages will not be cancelled or
         diminished without at least ten (10) days' prior written notice to
         Lender. Each insurance policy also shall include an endorsement
         providing that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Borrower or any other person. In
         connection with all policies covering assets in which Lender holds or
         is offered a security interest for the Loans, Borrower will provide
         Lender with such loss payable or other endorsements as Lender may
         require.

         Insurance Reports. Furnish to Lender, upon request of Lender, reports
         on each existing insurance policy showing such information as Lender
         may reasonably request, including without limitation the following: (a)
         the name of the insurer; (b) the risks insured; (c) the amount of the
         policy; (d) the properties insured; (e) the then current property
         values on the basis of which insurance has been obtained, and the
         manner of determining those values; and (f) the expiration date of the
         policy. In addition, upon request of Lender (however not more often
         than annually), Borrower will have an independent appraiser
         satisfactory to Lender determine, as applicable, the actual cash value
         or replacement cost of any Collateral. The cost of such appraisal shall
         be paid by Borrower.

         Other Agreements. Comply with all terms and conditions of all other
         agreements, whether now or hereafter existing, between Borrower and any
         other party and notify Lender immediately in writing of any default in
         connection with any other such agreements.

         Loan Proceeds. Use all Loan proceeds solely for Borrower's business
         operations, unless specifically consented to the contrary by Lender in
         writing.

         Taxes, Charges, and Liens. Pay and discharge when due all of its
         indebtedness and obligations, including without limitation all
         assessments, taxes, governmental charges, levies and liens, of every
         kind and nature, imposed upon Borrower or its properties, income, or
         profits, prior to the date on which penalties would attach, and all
         lawful claims that, if unpaid, might become a lien or charge upon any
         of Borrower's properties, income, or profits. Provided however,
         Borrower will not be required to pay and discharge any such assessment,
         tax, charge, levy, lien or claim so long as (a) the legality of the
         same shall be contested in good faith by appropriate proceedings, and
         (b) Borrower shall have established on its books adequate reserves with
         respect to such contested assessment, tax, charge, levy, lien, or claim
         in accordance with generally accepted accounting practices. Borrower,
         upon demand of Lender, will furnish to Lender evidence of payment of
         the assessments, taxes, charges, levies, liens and claims and will
         authorize the appropriate governmental official to deliver to Lender at


<PAGE>

         any time a written statement of any assessments, taxes, charges,
         levies, liens and claims against Borrower's properties, income, or
         profits.

         Performance. Perform and comply with all terms, conditions, and
         provisions set forth in this Agreement and in the Related Documents in
         a timely manner, and promptly notify Lender if Borrower learns of the
         occurrence of any event which constitutes an Event of Default under
         this Agreement or under any of the Related Documents.

         Operations. Maintain executive and management personnel with
         substantially the same qualifications and experience as the present
         executive and management personnel; provide written notice to Lender of
         any change in executive and management personnel; conduct its business
         affairs in a reasonable and prudent manner and in compliance with all
         applicable federal, state and municipal laws, ordinances, rules and
         regulations respecting its properties, charters, businesses and
         operations, including without limitation, compliance with the Americans
         With Disabilities Act and with all minimum funding standards and other
         requirements of ERISA and other laws applicable to Borrower's employee
         benefit plans.

         Inspection. Permit employees or agents of Lender at any reasonable time
         to inspect any and all Collateral for the Loan or Loans and Borrower's
         other properties and to examine or audit Borrower's books, accounts,
         and records and to make copies and memoranda of Borrower's books,
         accounts, and records. If Borrower now or at any time hereafter
         maintains any records (including without limitation computer generated
         records and computer software programs for the generation of such
         records) in the possession of a third party, Borrower, upon request of
         Lender, shall notify such party to permit Lender free access to such
         records at all reasonable times and to provide Lender with copies of
         any records it may request, all at Borrower's expense.

         Environmental Compliance and Reports. Borrower shall comply in all
         respects with all environmental protection federal, state and local
         laws, statutes, regulations and ordinances; not cause or permit to
         exist, as a result of an intentional or unintentional action or
         omission on its part or on the part of any third party, on property
         owned and/or occupied by Borrower, any environmental activity where
         damage may result to the environment, unless such environmental
         activity is pursuant to and in compliance with the conditions of a
         permit issued by the appropriate federal, state or local governmental
         authorities; shall furnish to Lender promptly and in any event within
         thirty (30) days after receipt thereof a copy of any notice, summons,
         lien, citation, directive, letter or other communication from any
         governmental agency or instrumentality concerning any intentional or
         unintentional action or omission on Borrower's part in connection with
         any environmental activity whether or not there is damage to the
         environment and/or other natural resources.

         Additional Assurances. Make, execute and deliver to Lender such
         promissory notes, mortgages, deeds of trust, security agreements,
         financing statements, instruments, documents and other agreements as
         Lender or its attorneys may reasonably request to evidence and secure
         the Loans and to perfect all Security interests.


<PAGE>

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

         Indebtedness and Liens. (a) Except for trade debt incurred in the
         normal course of business and Indebtedness to Lender contemplated by
         this Agreement, create, incur or assume indebtedness for borrowed
         money, including capital leases, (b) except as allowed as a Permitted
         Lien, sell, transfer, mortgage, assign, pledge, lease, grant a security
         interest in, or encumber any of Borrower's assets, or (c) sell with
         recourse any of Borrower's accounts, except to Lender.

         Continuity of Operations. (a) Engage in any business activities
         substantially different than those in which Borrower is presently
         engaged, (b) cease operations, liquidate, merge, transfer, acquire or
         consolidate with any other entity, change ownership, change its name,
         dissolve or transfer or sell Collateral out of the ordinary course of
         business, (c) pay any dividends on Borrower's stock (other than
         dividends payable in its stock), provided, however that notwithstanding
         the foregoing, but only so long as no Event of Default has occurred and
         is continuing or would result from the payment of dividends, if
         Borrower is a "Subchapter S Corporation" (as defined in the Internal
         Revenue Code of 1986, as amended), Borrower may pay cash dividends on
         its stock to its shareholders from time to time in amounts necessary to
         enable the shareholders to pay income taxes and make estimated income
         tax payments to satisfy their liabilities under federal and state law
         which arise solely from their status as Shareholders of a Subchapter S
         Corporation because of their ownership of shares of stock of Borrower,
         or (d) purchase or retire any of Borrower's outstanding shares or alter
         or amend Borrower's capital structure.

         Loans, Acquisitions and Guaranties. (a) Loan, invest in or advance
         money or assets, (b) purchase, create or acquire any interest in any
         other enterprise or entity, or (c) incur any obligation as surety or
         guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(a) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (b) Borrower or any Guarantor becomes insolvent,
files a petition in bankruptcy or similar proceedings, or is adjudged a
bankrupt; (c) there occurs a material adverse change in Borrower's financial
condition, in the financial condition of any Guarantor, or in the value of any
Collateral securing any Loan; (d) any Guarantor seeks, claims or otherwise
attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any
other loan with Lender; or (e) Lender in good faith deems itself insecure, even
though no Event of Default shall have occurred.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.


<PAGE>

Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the Indebtedness against any and all such accounts.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

         Default on Indebtedness. Failure of Borrower to make any payment when
         due on the Loans.

         Other Defaults. Failure of Borrower or any Grantor to comply with or to
         perform when due any other term, obligation, covenant or condition
         contained in this Agreement or in any of the Related Documents, or
         failure of Borrower to comply with or to perform any other term,
         obligation, covenant or condition contained in any other agreement
         between Lender and Borrower.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by or on behalf of Borrower or any Grantor under
         this Agreement or the Related Documents is false or misleading in any
         material respect at the time made or furnished, or becomes false or
         misleading at any time thereafter.

         Defective Collateralization. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any Security Agreement to create a valid and perfected Security
         Interest) at any time and for any reason.

         Insolvency. The dissolution or termination of Borrower's existence as a
         going business, the insolvency of Borrower, the appointment of a
         receiver for any part of Borrower's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Borrower.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Borrower, any
         creditor of any Grantor against any collateral securing the
         Indebtedness, or by any governmental agency. This includes a
         garnishment, attachment, or levy on or of any of Borrower's deposit
         accounts with Lender. However, this Event of Default shall not apply if
         there is a good faith dispute by Borrower or Grantor, as the case may
         be, as to the validity or reasonableness of the claim which is the
         basis of the creditor or forfeiture proceeding, and if Borrower or
         Grantor gives Lender written notice of the creditor or forfeiture
         proceeding and furnishes reserves or a surety bond for the creditor or
         forfeiture proceeding satisfactory to Lender.

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or any Guarantor
         dies or becomes incompetent, or revokes or disputes the validity of, or
         liability under, any Guaranty of the Indebtedness. Lender, at its
         option, may, but shall not be required to, permit the Guarantor's
         estate to assume unconditionally the obligations arising under the
         guaranty in a manner satisfactory to Lender, and, in doing so, cure the
         Event of Default.


<PAGE>

         Change in Ownership. Any change in ownership of twenty-five percent
         (25%) or more of the common stock of Borrower.

         Adverse Change. A material adverse change occurs in Borrower's
         financial condition, or Lender believes the prospect of payment or
         performance of the Indebtedness is impaired.

         Year 2000 Compliance Failure. Failure to meet the deadlines required in
         the Year 2000 Compliance Agreement to be Year 2000 Compliant or a
         reasonable likelihood that Borrower cannot be Year 2000 Compliant on or
         before December 31, 1999.

         Insecurity.  Lender, in good faith, deems itself insecure.

         Right to Cure. If any default, other than a Default on Indebtedness, is
         curable and if Borrower or Grantor, as the case may be, has not been
         given a notice of a similar default within the preceding twelve (12)
         months, it may be cured (and no Event of Default will have occurred) if
         Borrower or Grantor, as the case may be, after receiving written notice
         from Lender demanding cure of such default: (a) cures the default
         within fifteen (15) days; or (b) if the cure requires more than fifteen
         (15) days, immediately initiates steps which Lender deems in Lender's
         sole discretion to be sufficient to cure the default and thereafter
         continues and completes all reasonable and necessary steps sufficient
         to produce compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the "insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

         Amendments. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         Applicable Law. This Agreement has been delivered to Lender and
         accepted by Lender in the State of Minnesota. If there is a lawsuit,


<PAGE>

         Borrower agrees upon Lender's request to submit to the jurisdiction of
         the courts of HENNEPIN County, the State of Minnesota. This Agreement
         shall be governed by and construed in accordance with the laws of the
         State of Minnesota.

         Caption Headings. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         Multiple Parties; Corporate Authority. All obligations of Borrower
         under this Agreement shall be joint and several, and all references to
         Borrower shall mean each and every Borrower. This means that each of
         the persons signing below is responsible for all obligations in this
         Agreement.

         Consent to Loan Participation. Borrower agrees and consents to Lender's
         sale or transfer, whether now or later, of one or more participation
         interests in the Loans to one or more purchasers, whether related or
         unrelated to Lender. Lender may provide, without any limitation
         whatsoever, to any one or more purchasers, or potential purchasers, any
         information or knowledge Lender may have about Borrower or about any
         other matter relating to the Loan, and Borrower hereby waives any
         rights to privacy it may have with respect to such matters. Borrower
         additionally waives any and all notices of sale of participation
         interests, as well as all notices of any repurchase of such
         participation interests. Borrower also agrees that the purchasers of
         any such participation interests will be considered as the absolute
         owners of such interests in the Loans and will have all the rights
         granted under the participation agreement or agreements governing the
         sale of such participation interests. Borrower further waives all
         rights of offset or counterclaim that it may have now or later against
         Lender or against any purchaser of such a participation interest and
         unconditionally agrees that either Lender or such purchaser may enforce
         Borrower's obligation under the Loans irrespective of the failure or
         insolvency of any holder of any interest in the Loans. Borrower further
         agrees that the purchaser of any such participation interests may
         enforce its interests irrespective of any personal claims or defenses
         that Borrower may have against Lender.

         Costs and Expenses. Borrower agrees to pay upon demand all of Lender's
         expenses, including without limitation attorneys' fees, incurred in
         connection with the preparation, execution, enforcement, modification
         and collection of this Agreement or in connection with the Loans made
         pursuant to this Agreement. Lender may pay someone else to help collect
         the Loans and to enforce this Agreement, and Borrower will pay that
         amount. This includes, subject to any limits under applicable law,
         Lender's attorneys' fees and Lender's legal expenses, whether or not
         there is a lawsuit, including attorneys' fees for bankruptcy
         proceedings (including efforts to modify or vacate any automatic stay
         or injunction), appeals, and any anticipated post-judgment collection
         services. Borrower also will pay any court costs, in addition to all
         other sums provided by law.

         Notices. All notices required to be given under this Agreement shall be
         given in writing, may be sent by telefacsimile (unless otherwise
         required by law), and shall be effective when actually delivered or
         when deposited with a nationally recognized overnight courier or
         deposited in the United States mail, first class, postage prepaid,


<PAGE>
         addressed to the party to whom the notice is to be given at the address
         shown above. Any party may change its address for notices under this
         Agreement by giving formal written notice to the other parties,
         specifying that the purpose of the notice is to change the party's
         address. To the extent permitted by applicable law, if there is more
         than one Borrower, notice to any Borrower will constitute notice to all
         Borrowers. For notice purposes, Borrower will keep Lender informed at
         all times of Borrower's current address(es).

         Severability. If a court of competent jurisdiction finds any provision
         of this Agreement to be invalid or unenforceable as to any person or
         circumstance, such finding shall not render that provision invalid or
         unenforceable as to any other persons or circumstances. If feasible,
         any such offending provision shall be deemed to be modified to be
         within the limits of enforceability or validity; however, if the
         offending provision cannot be so modified, it shall be stricken and all
         other provisions of this Agreement in all other respects shall remain
         valid and enforceable.

         Subsidiaries and Affiliates of Borrower. To the extent the context of
         any provisions of this Agreement makes it appropriate, including
         without limitation any representation, warranty or covenant, the word
         "Borrower" as used herein shall include all subsidiaries and affiliates
         of Borrower. Notwithstanding the foregoing however, under no
         circumstances shall this Agreement be construed to require Lender to
         make any Loan or other financial accommodation to any subsidiary or
         affiliate of Borrower.

         Successors and Assigns. All covenants and agreements contained by or on
         behalf of Borrower shall bind its successors and assigns and shall
         inure to the benefit of Lender, its successors and assigns. Borrower
         shall not, however, have the right to assign its rights under this
         Agreement or any interest therein, without the prior written consent of
         Lender.

         Survival. All warranties, representations, and covenants made by
         Borrower in this Agreement or in any certificate or other instrument
         delivered by Borrower to Lender under this Agreement shall be
         considered to have been relied upon by Lender and will survive the
         making of the Loan and delivery to Lender of the Related Documents,
         regardless of any investigation made by Lender or on Lender's behalf.

         Time is of the Essence. Time is of the essence in the performance of
         this Agreement.

         Waiver. Lender shall not be deemed to have waived any rights under this
         Agreement unless such waiver is given in writing and signed by Lender.
         No delay or omission on the part of Lender in exercising any right
         shall operate as a waiver of such right or any other right. A waiver by
         Lender of a provision of this Agreement shall not prejudice or
         constitute a waiver of Lender's right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Borrower, or between Lender and any Grantor, shall
         constitute a waiver of any of Lender's rights or of any obligations of
         Borrower or of any Grantor as to any future transactions. Whenever the
         consent of Lender is required under this Agreement, the granting of
         such consent by Lender in any instance shall not constitute continuing
         consent in subsequent instances where such consent is required, and in
         all cases such consent may be granted or withheld in the sole
         discretion of Lender.


<PAGE>

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF MARCH
1, 2000.

BORROWER:

CODA MUSIC TECHNOLOGY, INC.


By:                                        By:
   JOHN W. PAULSON, EXECUTIVE OFFICER             BARBARA REMLEY, CFO


LENDER:

RIVERSIDE BANK


By:
     Authorized Officer




<PAGE>



                                 PROMISSORY NOTE

<TABLE>
<CAPTION>

-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
  Principal     Loan Date    Maturity     Loan No.       Call      Collateral     Account      Officer     Initials
 <S>           <C>          <C>            <C>            <C>         <C>         <C>            <C>
 $250,000.00   03-01-2000   03-01-2003     486484         42          5100        115342         GRA
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

Borrower:     CODA MUSIC TECHNOLOGY, INC.                 Lender:    RIVERSIDE BANK
              6210 BURY DRIVE                                        MINNESOTA CENTER OFFICE
              EDEN PRAIRIE, MN  55346                                7760 FRANCE AVENUE SOUTH, SUITE 125
                                                                     BLOOMINGTON, MN  55435
===================================================================================================================

Principal Amount:  $250,000                 Interest Rate:  10.000%                    Date of Note:  March 1, 2000

</TABLE>

PROMISE TO PAY. CODA MUSIC TECHNOLOGY, INC. ("Borrower") promises to pay to
RIVERSIDE BANK ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Two Hundred Fifty Thousand & no/100 Dollars
($250,000.00), together with interest at the rate of 10.000% per annum on the
unpaid principal balance from March 1, 2000, until paid in full.

PAYMENT. Borrower will pay this loan in 35 payments of $8,085.40 each payment
and an irregular last payment estimated at $8,085.54. Borrower's first payment
is due April 1, 2000, and all subsequent payments are due on the same day of
each month after that. Borrower's final payment will be due on March 1, 2003,
and will be for all principal and all accrued interest not yet paid. Payments
include principal and interest. The annual interest rate for this Note is
computed on a 365/360 basis; that is, by applying the ratio of the annual
interest rate over a year of 360 days, multiplied by the outstanding principal
balance, multiplied by the actual number of days the principal balance is
outstanding. Borrower will pay Lender at Lender's address shown above or at such
other place as Lender may designate in writing. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs and late charges.

PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due
and may result in Borrower making fewer payments.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
5.000% of the unpaid portion of the regularly scheduled payment.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or Borrower fails to comply with or to perform when
due any other term, obligation, covenant, or condition contained in this Note or
any agreement related to this Note, or in any other agreement or loan Borrower
has with Lender. (c) Any representation or statement made or furnished to Lender
by Borrower or on Borrower's behalf is false or misleading in any material
respect either now or at the time made or furnished. (d) Borrower becomes
insolvent, a receiver is appointed for any part of Borrower's property, Borrower
makes an assignment for the benefit of creditors, or any proceeding is commenced
either by Borrower or against Borrower under any bankruptcy or insolvency laws.
(e) Any creditor tries to take any of Borrower's property on or in which Lender
has a lien or security interest. This includes a garnishment of any of


<PAGE>

Borrower's accounts with Lender. (f) Any guarantor dies or any of the other
events described in this default section occurs with respect to any guarantor of
this Note. (g) A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of the
Indebtedness is impaired. (h) Failure to meet the deadlines required in the Year
2000 Compliance Agreement to be Year 2000 Compliant or a reasonable likelihood
that Borrower cannot be Year 2000 Compliant on or before December 31, 1999. (i)
Lender in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12) months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Lender may hire or pay someone
else to help collect this Note if Borrower does not pay. Borrower also will pay
Lender that amount. This includes, subject to any limits under applicable law,
Lender's attorneys' fees and Lender's legal expenses whether or not there is a
lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings
(including efforts to modify or vacate any automatic stay or injunction),
appeals, and any anticipated post-judgment collection services. If not
prohibited by applicable law, Borrower also will pay any court costs, in
addition to all other sums provided by law. This Note has been delivered to
Lender and accepted by Lender in the State of Minnesota. If there is a lawsuit,
Borrower agrees upon Lender's request to submit to the jurisdiction of the
courts of HENNEPIN County, the State of Minnesota. This Note shall be governed
by and construed in accordance with the laws of the State of Minnesota.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on this Note against any and all such accounts.

COLLATERAL. This Note is secured by ALL CORPORATE ASSETS PER COMMERCIAL SECURITY
AGREEMENT DATED MARCH 1, 2000. RIVERSIDE BANK COD #200575 PER ASSIGNMENT OF
DEPOSIT ACCOUNT DATED MARCH 1, 2000.


<PAGE>

LOAN AGREEMENT. AN EXHIBIT, TITLED "LOAN AGREEMENT," IS ATTACHED TO THIS NOTE
AND BY THIS REFERENCE IS MADE A PART OF THIS NOTE JUST AS IF ALL THE PROVISIONS,
TERMS AND CONDITIONS OF THE LOAN AGREEMENT HAD BEEN FULLY SET FORTH IN THIS
NOTE.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any change
in the terms of this Note, and unless otherwise expressly stated in writing, no
party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan, or
release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender's security interest in the collateral; and take any other action
deemed necessary by Lender without the consent of or notice to anyone. All such
parties also agree that Lender may modify this loan without the consent of or
notice to anyone other than the party with whom the modification is made.

SECTION DISCLOSURE.  This loan is made under Minnesota Statutes, Section 47.59.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF
A COMPLETED COPY OF THE NOTE.

BORROWER:

CODA MUSIC TECHNOLOGY, INC.


By:                                        By:
   JOHN W. PAULSON, EXECUTIVE OFFICER          BARBARA REMLEY, CFO





<PAGE>


                          COMMERCIAL SECURITY AGREEMENT

<TABLE>
<CAPTION>

-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
  Principal     Loan Date    Maturity     Loan No.       Call      Collateral     Account      Officer     Initials
 <S>           <C>          <C>            <C>            <C>         <C>         <C>            <C>
 $250,000.00   03-01-2000   03-01-2003     486484         42          5100        115342         GRA
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

Grantor:      CODA MUSIC TECHNOLOGY, INC.                 Lender:    RIVERSIDE BANK
              6210 BURY DRIVE                                        MINNESOTA CENTER OFFICE
              EDEN PRAIRIE, MN  55346                                7760 FRANCE AVENUE SOUTH, SUITE 125
                                                                     BLOOMINGTON, MN  55435
===================================================================================================================
</TABLE>


THIS COMMERCIAL SECURITY AGREEMENT is entered into between CODA MUSIC
TECHNOLOGY, INC. (referred to below as "Grantor"); and RIVERSIDE BANK (referred
to below as "Lender"). For valuable consideration, Grantor grants to Lender a
security interest in the Collateral to secure the Indebtedness and agrees that
Lender shall have the rights stated in this Agreement with respect to the
Collateral, in addition to all other rights which Lender may have by law.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

         Agreement. The word "Agreement" means this Commercial Security
         Agreement, as this Commercial Security Agreement may be amended or
         modified from time to time, together with all exhibits and schedules
         attached to this Commercial Security Agreement from time to time.

         Collateral. The word "Collateral" means the following described
         property of Grantor, whether now owned or hereafter acquired, whether
         now existing or hereafter arising, and wherever located:

              All inventory, chattel paper, accounts, equipment and general
              intangibles.

         In addition, the word "Collateral" includes all the following, whether
         now owned or hereafter acquired, whether now existing or hereafter
         arising, and wherever located:

                  (a) All attachments, accessions, accessories, tools, parts,
                  supplies, increases and additions to and all replacements of
                  and substitutions for any property described above.

                  (b) All products and produce of any of the property described
                  in this Collateral section.

                  (c) All accounts, general intangibles, instruments, rents,
                  monies, payments and all other rights, arising out of a sale,
                  lease, or other disposition of any of the property described
                  in this Collateral section.



<PAGE>

                  (d) All proceeds (including insurance proceeds) from the sale,
                  destruction, loss, or other disposition of any of the property
                  described in this Collateral section.

                  (e) All records and data relating to any of the property
                  described in this Collateral section, whether in the form of
                  writing, photograph, microfilm, microfiche, or electronic
                  media, together with all of Grantor's right, title, and
                  interest in and to all computer software required to utilize,
                  create, maintain, and process any such records or data on
                  electronic media.

         Event of Default. The words "Event of Default" mean and include without
         limitation any of the Events of Default set forth below in the section
         titled "EVENTS OF DEFAULT."

         Grantor. The word "Grantor" means CODA MUSIC TECHNOLOGY, INC., its
         successors and assigns.

         Guarantor. The word "Guarantor" means and includes without limitation
         each and all of the guarantors, sureties, and accommodation parties in
         connection with the Indebtedness.

         Indebtedness. The word "Indebtedness" means the Indebtedness evidenced
         by the Note, including all principal and interest, together with all
         other indebtedness and costs and expenses for which Grantor is
         responsible under this Agreement or under any of the Related Documents.
         In addition, the word "Indebtedness" includes all other obligations,
         debts and liabilities, plus interest thereon, of Grantor, or any one or
         more of them, to Lender, as well as all claims by Lender against
         Grantor, or any one or more of them, whether existing now or later;
         whether they are voluntary or involuntary, due or not due, direct or
         indirect, absolute or contingent, liquidated or unliquidated; whether
         Grantor may be liable individually or jointly with others; whether
         Grantor may be obligated as guarantor, surety, accommodation party or
         otherwise; whether recovery upon such Indebtedness may be or hereafter
         may become barred by any statute of limitations; and whether such
         Indebtedness may be or hereafter may become otherwise unenforceable.

         Lender. The word "Lender" means RIVERSIDE BANK, its successors and
         assigns.

         Note. The word "Note" means the note or credit agreement dated March 1,
         2000, in the principal amount of $250,000.00 from CODA MUSIC
         TECHNOLOGY, INC. to Lender, together with all renewals of, extensions
         of, modifications of, refinancings of, consolidations of and
         substitutions for the note or credit agreement.

         Related Documents. The words "Related Documents" mean and include
         without limitation all promissory notes, credit agreements, loan
         agreements, environmental agreements, guaranties, security agreements,
         mortgages, deeds of trust, and all other instruments, agreements and
         documents, whether now or hereafter existing, executed in connection
         with the Indebtedness.



<PAGE>


RIGHT OF SETOFF. Grantor hereby grants Lender a contractual security interest in
and hereby assigns, conveys, delivers, pledges, and transfers all of Grantor's
right, title and interest in and to Grantor's accounts with Lender (whether
checking, savings, or some other account), including all accounts held jointly
with someone else and all accounts Grantor may open in the future, excluding,
however, all IRA and Keogh accounts, and all trust accounts for which the grant
of a security interest would be prohibited by law. Grantor authorizes Lender, to
the extent permitted by applicable law, to charge or setoff all Indebtedness
against any and all such accounts.

OBLIGATIONS OF GRANTOR.  Grantor warrants and covenants to Lender as follows:

         Perfection of Security Interest. Grantor agrees to execute such
         financing statements and to take whatever other actions are requested
         by Lender to perfect and continue Lender's security interest in the
         Collateral. Upon request of Lender, Grantor will deliver to Lender any
         and all of the documents evidencing or constituting the Collateral, and
         Grantor will note Lender's interest upon any and all chattel paper if
         not delivered to Lender for possession by Lender. Grantor hereby
         appoints Lender as its irrevocable attorney-in-fact for the purpose of
         executing any documents necessary to perfect or to continue the
         security interest granted in the Agreement. Lender may at any time, and
         without further authorization from Grantor, file a carbon, photographic
         or other reproduction of any financing statement or of this Agreement
         for use as a financing statement. Grantor will reimburse Lender for all
         expenses for the perfection and the continuation of the perfection of
         Lender's security interest in the Collateral. Grantor promptly will
         notify Lender before any change in Grantor's name including any change
         to the assumed business names of Grantor. This is a continuing Security
         Agreement and will continue in effect even though all or any part of
         the Indebtedness is paid in full and even though for a period of time
         Grantor may not be indebted to Lender.

         No Violation. The execution and delivery of this Agreement will not
         violate any law or agreement governing Grantor or to which Grantor is a
         party, and its certificate or articles of incorporation and bylaws do
         not prohibit any term or condition of this Agreement.

         Enforceability of Collateral. To the extent the Collateral consists of
         accounts, chattel paper, or general intangibles, the Collateral is
         enforceable in accordance with its terms, is genuine, and complies with
         applicable laws concerning form, content and manner of preparation and
         execution, and all persons appearing to be obligated on the Collateral
         have authority and capacity to contract and are in fact obligated as
         they appear to be on the Collateral. At the time any account becomes
         subject to a security interest in favor of Lender, the account shall be
         a good and valid account representing an undisputed, bona fide
         indebtedness incurred by the account debtor, for merchandise held
         subject to delivery instructions or theretofore shipped or delivered
         pursuant to a contract of sale, or for services theretofore performed
         by Grantor with or for the account debtor; there shall be no setoffs or
         counterclaims against any such account; and no agreement under which
         any deductions or discounts may be claimed shall have been made with
         the account debtor except those disclosed to Lender in writing.



<PAGE>

         Location of the Collateral. Grantor, upon request of Lender, will
         deliver to Lender in form satisfactory to Lender a schedule of real
         properties and Collateral locations relating to Grantor's operations,
         including without limitation the following: (a) all real property owned
         or being purchased by Grantor; (b) all real property being rented or
         leased by Grantor; (c) all storage facilities owned, rented, leased or
         being used by Grantor; and (d) all other properties where Collateral is
         or may be located. Except in the ordinary course of its business,
         Grantor shall not remove the Collateral from its existing locations
         without the prior written consent of Lender.

         Removal of Collateral. Grantor shall keep the Collateral (or to the
         extent the Collateral consists of intangible property such as accounts,
         the records concerning the Collateral) at Grantor's address shown
         above, or at such other locations as are acceptable to Lender. Except
         in the ordinary course of its business, including the sales of
         inventory, Grantor shall not remove the Collateral from its existing
         locations without the prior written consent of Lender. To the extent
         that the Collateral consists of vehicles, or other titled property,
         Grantor shall not take or permit any action which would require
         application for certificates of title for the vehicles outside the
         State of Minnesota, without the prior written consent of Lender.

         Transactions Involving Collateral. Except for inventory sold or
         accounts collected in the ordinary course of Grantor's business,
         Grantor shall not sell, offer to sell, or otherwise transfer or dispose
         of the Collateral. While Grantor is not in default under this
         Agreement, Grantor may sell inventory, but only in the ordinary course
         of its business and only to buyers who qualify as a buyer in the
         ordinary course of business. A sale in the ordinary course of Grantor's
         business does not include a transfer in partial or total satisfaction
         of a debt or any bulk sale. Grantor shall not pledge, mortgage,
         encumber or otherwise permit the Collateral to be subject to any lien,
         security interest, encumbrance, or charge, other than the security
         interest provided for in this Agreement, without the prior written
         consent of Lender. This includes security interests even if junior in
         right to the security interests granted under this Agreement. Unless
         waived by Lender, all proceeds from any disposition of the Collateral
         (for whatever reason) shall be held in trust for Lender and shall not
         be commingled with any other funds; provided however, this requirement
         shall not constitute consent by Lender to any sale or other
         disposition. Upon receipt, Grantor shall immediately deliver any such
         proceeds to Lender.

         Title. Grantor represents and warrants to Lender that it holds good and
         marketable title to the Collateral, free and clear of all liens and
         encumbrances except for the lien of this Agreement. No financing
         statement covering any of the Collateral is on file in any public
         office other than those which reflect security interest created by this
         Agreement or to which Lender has specifically consented. Grantor shall
         defend Lender's rights in the Collateral against the claims and demands
         of all other persons.

         Collateral Schedules and Locations. As often as Lender shall require,
         and insofar as the Collateral consists of accounts and general
         intangibles, Grantor shall deliver to Lender schedules of such
         Collateral, including such information as Lender may require, including
         without limitation names and addresses of account debtors and agings of


<PAGE>

         accounts and general intangibles. Insofar as the Collateral consists of
         inventory and equipment, Grantor shall deliver to Lender, as often as
         Lender shall require, such lists, descriptions, and designations of
         such Collateral as Lender may require to identify the nature, extent,
         and location of such Collateral. Such information shall be submitted
         for Grantor and each of its subsidiaries or related companies.

         Maintenance and Inspection of Collateral. Grantor shall maintain all
         tangible Collateral in good condition and repair. Grantor will not
         commit or permit damage to or destruction of the Collateral or any part
         of the Collateral. Lender and its designated representatives and agents
         shall have the right at all reasonable times to examine, inspect, and
         audit the Collateral wherever located. Grantor shall immediately notify
         Lender of all cases involving the return, rejection, repossession, loss
         or damage of or to any Collateral; of any request for credit or
         adjustment or of any other dispute arising with respect to the
         Collateral; and generally of all happenings and events affecting the
         Collateral or the value or the amount of the Collateral.

         Taxes, Assessments and Liens. Grantor will pay when due all taxes,
         assessments and liens upon the Collateral, its use or operation, upon
         this Agreement, upon any promissory note or notes evidencing the
         Indebtedness, or upon any of the other Related Documents. Grantor may
         withhold any such payment or may elect to contest any lien if Grantor
         is in good faith conducting an appropriate proceeding to contest the
         obligation to pay and so long as Lender's interest in the Collateral is
         not jeopardized in Lender's sole opinion. If the Collateral is
         subjected to a lien which is not discharged within fifteen (15) days,
         Grantor shall deposit with Lender cash, a sufficient corporate surety
         bond or other security satisfactory to Lender in an amount adequate to
         provide for the discharge of the lien plus any interest, costs,
         attorneys' fees or other charges that could accrue as a result of
         foreclosure or sale of the Collateral. In any contest Grantor shall
         defend itself and Lender and shall satisfy any final adverse judgment
         before enforcement against the Collateral. Grantor shall name Lender as
         an additional obligee under any surety bond furnished in the contest
         proceedings.

         Compliance with Governmental Requirements. Grantor shall comply
         promptly with all laws, ordinances, rules and regulations of all
         governmental authorities, now or hereafter in effect, applicable to the
         ownership, production, disposition, or use of the Collateral. Grantor
         may contest in good faith any such law, ordinance or regulation and
         withhold compliance during any proceeding, including appropriate
         appeals, so long as Lender's interest in the Collateral, in Lender's
         opinion, is not jeopardized.

         Hazardous Substances. Grantor represents and warrants that the
         Collateral never has been, and never will be so long as this Agreement
         remains a lien on the Collateral, used for the generation, manufacture,
         storage, transportation, treatment, disposal, release or threatened
         release of any hazardous waste or substance, as those terms are defined
         in the Comprehensive Environmental Response, Compensation, and
         Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.
         ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986,
         Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation
         Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and


<PAGE>

         Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable
         state or Federal laws, rules, or regulations adopted pursuant to any of
         the foregoing. The terms "hazardous waste" and "hazardous substance"
         shall also include, without limitation, petroleum and petroleum
         by-products or any fraction thereof and asbestos. The representations
         and warranties contained herein are based on Grantor's due diligence in
         investigating the Collateral for hazardous wastes and substances.
         Grantor hereby (a) releases and waives any future claims against Lender
         for indemnity or contribution in the event Grantor becomes liable for
         cleanup or other costs under any such laws, and (b) agrees to indemnify
         and hold harmless Lender against any and all claims and losses
         resulting from a breach of this provision of this Agreement. This
         obligation to indemnify shall survive the payment of the Indebtedness
         and the satisfaction of this Agreement.

         Maintenance of Casualty Insurance. Grantor shall procure and maintain
         all risks insurance, including without limitation fire, theft, and
         liability coverage together with such other insurance as Lender may
         require with respect to the Collateral, in form, amounts, coverages and
         basis reasonably acceptable to Lender and issued by a company or
         companies reasonably acceptable to Lender. Grantor, upon request of
         Lender, will deliver to Lender from time to time the policies or
         certificates of insurance in form satisfactory to Lender, including
         stipulations that coverages will not be cancelled or diminished without
         at least ten (10) days' prior written notice to Lender and not
         including any disclaimer of the insurer's liability for failure to give
         such a notice. Each insurance policy also shall include an endorsement
         providing that coverage in favor of Lender will not be impaired in any
         way by any act, omission or default of Grantor or any other person. In
         connection with all policies covering assets in which Lender holds or
         is offered a security interest, Grantor will provide Lender with such
         loss payable or other endorsements as Lender may require. If Grantor at
         any time fails to obtain or maintain any insurance as required under
         this Agreement, Lender may (but shall not be obligated to) obtain such
         insurance as Lender deems appropriate, including if it so chooses
         "single interest insurance," which will cover only Lender's interest in
         the Collateral.

         Application of Insurance Proceeds. Grantor shall promptly notify Lender
         of any loss or damage to the Collateral. Lender may make proof of loss
         if Grantor fails to do so within fifteen (15) days of the casualty. All
         proceeds of any insurance on the Collateral, including accrued proceeds
         thereon, shall be held by Lender as part of the Collateral. If Lender
         consents to repair or replacement of the damaged or destroyed
         Collateral, Lender shall, upon satisfactory proof of expenditure, pay
         or reimburse Grantor from the proceeds for the reasonable cost of
         repair or restoration. If Lender does not consent to repair or
         replacement of the Collateral, Lender shall retain a sufficient amount
         of the proceeds to pay all of the Indebtedness, and shall pay the
         balance to Grantor. Any proceeds which have not been disbursed within
         six (6) months after their receipt and which Grantor has not committed
         to the repair or restoration of the Collateral shall be used to prepay
         the Indebtedness.

         Insurance Reserves. Lender may require Grantor to maintain with Lender
         reserves for payment of insurance premiums, which reserves shall be
         created by monthly payments from Grantor of a sum estimated by Lender
         to be sufficient to produce, at least fifteen (15) days before the
         premium due date, amounts at least equal to the insurance premiums to
         be paid. If fifteen (15) days before payment is due, the reserve funds


<PAGE>


         are insufficient, Grantor shall upon demand pay any deficiency to
         Lender. The reserve funds shall be held by Lender as a general deposit
         and shall constitute a non-interest-bearing account which Lender may
         satisfy by payment of the insurance premiums required to be paid by
         Grantor as they become due. Lender does not hold the reserve funds in
         trust for Grantor, and Lender is not the agent of Grantor for payment
         of the insurance premiums required to be paid by Grantor. The
         responsibility for the payment of premiums shall remain Grantor's sole
         responsibility.

         Insurance Reports. Grantor, upon request of Lender, shall furnish to
         Lender reports on each existing policy of insurance showing such
         information as Lender may reasonably request including the following:
         (a) the name of the insurer; (b) the risks insured; (c) the amount of
         the policy; (d) the property insured; (e) the then current value on the
         basis of which insurance has been obtained and the manner of
         determining that value; and (f) the expiration date of the policy. In
         addition, Grantor shall upon request by Lender (however not more often
         than annually) have an independent appraiser satisfactory to Lender
         determine, as applicable, the cash value or replacement cost of the
         Collateral.

GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except
as otherwise provided below with respect to accounts, Grantor may have
possession of the tangible personal property and beneficial use of all the
Collateral and may use it in any lawful manner not inconsistent with this
Agreement or the Related Documents, provided that Grantor's right to possession
and beneficial use shall not apply to any Collateral where possession of the
Collateral by Lender is required by law to perfect Lender's security interest in
such Collateral. Until otherwise notified by Lender, Grantor may collect any of
the Collateral consisting of accounts. At any time and even though no Event of
Default exists, Lender may exercise its rights to collect the accounts and to
notify account debtors to make payments directly to Lender for application to
the Indebtedness. If Lender at any time has possession of any Collateral,
whether before or after an Event of Default, Lender shall be deemed to have
exercised reasonable care in the custody and preservation of the Collateral if
Lender takes such action for that purpose as Grantor shall request or as Lender,
in Lender's sole discretion, shall deem appropriate under the circumstances, but
failure to honor any request by Grantor shall not of itself be deemed to be a
failure to exercise reasonable care. Lender shall not be required to take any
steps necessary to preserve any rights in the Collateral against prior parties,
nor to protect, preserve or maintain any security interest given to secure the
Indebtedness.

EXPENDITURES BY LENDER. If not discharged or paid when due, Lender may (but
shall not be obligated to) discharge or pay any amounts required to be
discharged or paid by Grantor under this Agreement, including without limitation
all taxes, liens, security interests, encumbrances, and other claims, at any
time levied or placed on the Collateral. Lender also may (but shall not be
obligated to) pay all costs for insuring, maintaining and preserving the
Collateral. All such expenditures incurred or paid by Lender for such purposes
will then bear interest at the rate charged under the Note from the date
incurred or paid by Lender to the date of repayment by Grantor. All such
expenses shall become a part of the Indebtedness and, at Lender's option, will
(a) be payable on demand, (b) be added to the balance of the Note and be
apportioned among and be payable with any installment payments to become due
during either (i) the term of any applicable insurance policy or (ii) the
remaining term of the Note, or (iii) be treated as a balloon payment which will
be due and payable at the Note's maturity. This Agreement also will secure


<PAGE>

payment of these amounts. Such right shall be in addition to all other rights
and remedies to which Lender may be entitled upon the occurrence of an Event of
Default.

EVENTS OF DEFAULT.  Each of the following shall constitute an Event of Default
under this Agreement:

         Default on Indebtedness. Failure of Grantor to make any payment when
         due on the Indebtedness.

         Other Defaults. Failure of Grantor to comply with or to perform any
         other term, obligation, covenant or condition contained in this
         Agreement or in any of the Related Documents or in any other agreement
         between Lender and Grantor.

         False Statements. Any warranty, representation or statement made or
         furnished to Lender by or on behalf of Grantor under this Agreement,
         the Note or the Related Documents is false or misleading in any
         material respect, either now or at the time made or furnished.

         Defective Collateralization. This Agreement or any of the Related
         Documents ceases to be in full force and effect (including failure of
         any collateral documents to create a valid and perfected security
         interest or lien) at any time and for any reason.

         Insolvency. The dissolution or termination of Grantor's existence as a
         going business, the insolvency of Grantor, the appointment of a
         receiver for any part of Grantor's property, any assignment for the
         benefit of creditors, any type of creditor workout, or the commencement
         of any proceeding under any bankruptcy or insolvency laws by or against
         Grantor.

         Creditor or Forfeiture Proceedings. Commencement of foreclosure or
         forfeiture proceedings, whether by judicial proceeding, self-help,
         repossession or any other method, by any creditor of Grantor or by any
         governmental agency against the Collateral or any other collateral
         securing the Indebtedness. This includes a garnishment of any of
         Grantor's deposit accounts with Lender. However, this Event of Default
         shall not apply if there is a good faith dispute by Grantor as to the
         validity or reasonableness of the claim which is the basis of the
         creditor or forfeiture proceeding and if Grantor gives Lender written
         notice of the creditor or forfeiture proceeding and deposits with
         Lender monies or a surety bond for the creditor or forfeiture
         proceeding, in an amount determined by Lender, in its sole discretion,
         as being an adequate reserve or bond for the dispute.

         Events Affecting Guarantor. Any of the preceding events occurs with
         respect to any Guarantor of any of the Indebtedness or such Guarantor
         dies or becomes incompetent. Lender, at its option, may, but shall not
         be required to, permit the Guarantor's estate to assume unconditionally
         the obligations arising under the guaranty in a manner satisfactory to
         Lender, and, in doing so, cure the Event of Default.

         Adverse Change. A material adverse change occurs in Grantor's financial
         condition, or Lender believes the prospect of payment or performance of
         the Indebtedness is impaired.


<PAGE>

         Insecurity.  Lender, in good faith, deems itself insecure.

         Right to Cure. If any default, other than a Default on Indebtedness, is
         curable and if Grantor has not been given a prior notice of a breach of
         the same provision of this Agreement, it may be cured (and no Event of
         Default will have occurred) if Grantor, after Lender sends written
         notice demanding cure of such default, (a) cures the default within
         fifteen (15) days; or (b) if the cure requires more than fifteen (15)
         days, immediately initiates steps which Lender deems in Lender's sole
         discretion to be sufficient to cure the default and thereafter
         continues and completes all reasonable and necessary steps sufficient
         to produce compliance as soon as reasonably practical.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this
Agreement, at any time thereafter, Lender shall have all the rights of a secured
party under the Minnesota Uniform Commercial Code. In addition and without
limitation, Lender may exercise any one or more of the following rights and
remedies:

         Accelerate Indebtedness. Lender may declare the entire Indebtedness,
         including any prepayment penalty which Grantor would be required to
         pay, immediately due and payable, without notice.

         Assemble Collateral. Lender may require Grantor to deliver to Lender
         all or any portion of the Collateral and any and all certificates of
         title and other documents relating to the Collateral. Lender may
         require Grantor to assemble the Collateral and make it available to
         Lender at a place to be designated by Lender. Lender also shall have
         full power to enter upon the property of Grantor to take possession of
         and remove the Collateral. If the Collateral contains other goods not
         covered by this Agreement at the time of repossession, Grantor agrees
         Lender may take such other goods, provided that Lender makes reasonable
         efforts to return them to Grantor after repossession.

         Sell the Collateral. Lender shall have full power to sell, lease,
         transfer, or otherwise deal with the Collateral or proceeds thereof in
         its own name or that of Grantor. Lender may sell the Collateral at
         public auction or private sale. Unless the Collateral threatens to
         decline speedily in value or is of a type customarily sold on a
         recognized market, Lender will give Grantor reasonable notice of the
         time after which any private sale or any other intended disposition of
         the Collateral is to be made. The requirements of reasonable notice
         shall be met if such notice is given at least ten (10) days before the
         time of the sale or disposition. All expenses relating to the
         disposition of the Collateral, including without limitation the
         expenses of retaking, holding, insuring, preparing for sale and selling
         the Collateral, shall become a part of the Indebtedness secured by this
         Agreement and shall be payable on demand, with interest at the Note
         rate from date of expenditure until repaid.

         Appoint Receiver. To the extent permitted by applicable law, Lender
         shall have the following rights and remedies regarding the appointment
         of a receiver: (a) Lender may have a receiver appointed as a matter of
         right, (b) the receiver may be an employee of Lender and may serve
         without bond, and (c) all fees of the receiver and his or her attorney


<PAGE>

         shall become part of the Indebtedness secured by this Agreement and
         shall be payable on demand, with interest at the Note rate from date of
         expenditure until repaid.

         Collect Revenues, Apply Accounts. Lender, either itself or through a
         receiver, may collect the payments, rents, income, and revenues from
         the Collateral. Lender may at any time in its discretion transfer any
         Collateral into its own name or that of its nominee and receive the
         payments, rents, income, and revenues therefrom and hold the same as
         security for the Indebtedness or apply it to payment of the
         Indebtedness in such order of preference as Lender may determine.
         Insofar as the Collateral consists of accounts, general intangibles,
         insurance policies, instruments, chattel paper, choses in action, or
         similar property, Lender may demand, collect, receipt for, settle,
         compromise, adjust, sue for, foreclose, or realize on the Collateral as
         Lender may determine, whether or not Indebtedness or Collateral is then
         due. For these purpose, Lender may, on behalf of and in the name of
         Grantor, receive, open and dispose of mail addressed to Grantor; change
         any address to which mail and payments are to be sent; and endorse
         notes, checks, drafts, money orders, documents of title, instruments
         and items pertaining to payment, shipment, or storage of an Collateral.
         To facilitate collection, Lender may notify account debtors and
         obligors on any Collateral to make payments directly to Lender.

         Obtain Deficiency. If Lender chooses to sell any or all of the
         Collateral, Lender may obtain a judgment against Grantor for any
         deficiency remaining on the Indebtedness due to Lender after
         application of all amounts received from the exercise of the rights
         provided in this Agreement. Grantor shall be liable for a deficiency
         even if the transaction described in this subsection is a sale of
         accounts or chattel paper.

         Other Rights and Remedies. Lender shall have all the rights and
         remedies of a secured creditor under the provisions of the Uniform
         Commercial Code, as may be amended from time to time. In addition,
         Lender shall have and may exercise any or all other rights and remedies
         it may have available at law, in equity, or otherwise.

         Cumulative Remedies. All of Lender's right and remedies, whether
         evidenced by this Agreement or the Related Documents or by any other
         writing, shall be cumulative and may be exercised singularly or
         concurrently. Election by Lender to pursue any remedy shall not exclude
         pursuit of any other remedy, and an election to make expenditures or to
         take action to perform an obligation of Grantor under this Agreement,
         after Grantor's failure to perform, shall not affect Lender's right to
         declare a default and to exercise its remedies.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part
of this Agreement:

         Amendments. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.


<PAGE>

         Applicable Law. This Agreement has been delivered to Lender and
         accepted by Lender in the State of Minnesota. If there is a lawsuit,
         Grantor agrees upon Lender's request to submit to the jurisdiction of
         the courts of HENNEPIN County, the State of Minnesota. This Agreement
         shall be governed by and construed in accordance with the laws of the
         State of Minnesota.

         Attorneys' Fees; Expenses. Grantor agrees to pay upon demand all of
         Lender's costs and expenses, including attorneys' fees and Lender's
         legal expenses, incurred in connection with the enforcement of this
         Agreement. Lender may pay someone else to help enforce this Agreement,
         and Grantor shall pay the costs and expenses of such enforcement. Costs
         and expenses include Lender's attorneys' fees and legal expenses
         whether or not there is a lawsuit, including attorneys' fees and legal
         expenses for bankruptcy proceedings (and including efforts to modify or
         vacate any automatic stay or injunction), appeals, and any anticipated
         post-judgment collection services. Grantor also shall pay all court
         costs and such additional fees as may be directed by the court.

         Caption Headings. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         Multiple Parties; Corporate Authority. All obligations of Grantor under
         this Agreement shall be joint and several, and all references to
         Grantor shall mean each and every Grantor. This means that each of the
         persons signing below is responsible for all obligations in this
         Agreement.

         Notices. All notices required to be given under this Agreement shall be
         given in writing, may be sent by telefacsimile (unless otherwise
         required by law), and shall be effective when actually delivered or
         when deposited with a nationally recognized overnight courier or
         deposited in the United States mail, first class, postage prepaid,
         addressed to the party to whom the notice is to be given at the address
         shown above. Any party may change its address for notices under this
         Agreement by giving formal written notice to the other parties,
         specifying that the purpose of the notice is to change the party's
         address. To the extent permitted by applicable law, if there is more
         than one Grantor, notice to any Grantor will constitute notice to all
         Grantors. For notice purposes, Grantor will keep Lender informed at all
         times of Grantor's current address(es).

         Power of Attorney. Grantor hereby appoints Lender as its true and
         lawful attorney-in-fact, irrevocably, with full power of substitution
         to do the following: (a) to demand, collect, receive, receipt for, sue
         and recover all sums of money or other property which may now or
         hereafter become due, owing or payable from the Collateral; (b) to
         execute, sign and endorse any and all claims, instruments, receipts,
         checks, drafts or warrants issued in payment for the Collateral; (c) to
         settle or compromise any and all claims arising under the Collateral,
         and, in the place and stead of Grantor, to execute and deliver its
         releases and settlement for the claim; and (d) to file any claim or
         claims or to take any action or institute or take part in any
         proceedings, either in its own name or in the name of Grantor, or
         otherwise, which in the discretion of Lender may seem to be necessary


<PAGE>

         or advisable. This power is given as security for Indebtedness and the
         authority hereby conferred is and shall be irrevocable and shall remain
         in full force and effect until renounced by Lender.

         Severability. If a court of competent jurisdiction finds any provision
         of this Agreement to be invalid or unenforceable as to any person or
         circumstance, such finding shall not render that provision invalid or
         unenforceable as to any other persons or circumstances. If feasible,
         any such offending provision shall be deemed to be modified to be
         within the limits of enforceability or validity; however, if the
         offending provision cannot be so modified, it shall be stricken and all
         other provisions of this Agreement in all other respects shall remain
         valid and enforceable.

         Successor Interests. Subject to the limitations set forth above on
         transfer of the Collateral, this Agreement shall be binding upon and
         inure to the benefit of the parties, their successors and assigns.

         Waiver. Lender shall not be deemed to have waived any rights under this
         Agreement unless such waiver is given in writing and signed by Lender.
         No delay or omission on the part of Lender in exercising any right
         shall operate as a waiver of such right or any other right. A waiver by
         Lender of a provision of this Agreement shall not prejudice or
         constitute a waiver of Lender's right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Grantor, shall constitute a waiver of any of Lender's rights
         or of any of Grantor's obligations as to any future transactions.
         Whenever the consent of Lender is required under this Agreement, the
         granting of such consent by Lender in any instance shall not constitute
         continuing consent to subsequent instances where such consent is
         required and in all cases such consent may be granted or withheld in
         the sole discretion of Lender.

GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY
AGREEMENT, AND GRANTOR AGREES TO ITS TERMS. THIS AGREEMENT IS DATED MARCH 1,
2000.

GRANTOR:

CODA MUSIC TECHNOLOGY, INC.


By:                                        By:
   JOHN W. PAULSON, EXECUTIVE OFFICER         BARBARA REMLEY, CFO

Source: OneCLE Business Contracts.