Agreement made and entered into this 12th day of October 1999 by and between Local 802, Associated Musicians of Greater New York (hereinafter called “union”), located at 322 West 48th Street, New York, NY 10036, and B.V. Theatrical Ventures Inc. (hereinafter called “producer”), located at 1450 Broadway, Suite 300, New York, NY 10036. In regard to the period between the last performance of Beauty and the Beast at the Palace Theatre, and the first rehearsal and subsequent commencement of performances of Beauty and the Beast at the Lunt-Fontanne Theatre, all of the terms and conditions of the collective bargaining agreement between Local 802 and the League of American Theatres and Producers dated March 9, 1998, shall apply in full to this production, with the following clarifications and/or modifications:

1. RUN OF THE SHOW

All regular musicians last engaged for Beauty and the Beast at the Palace Theatre (the orchestra) shall have run of the show for Beauty and the Beast at the Lunt-Fontanne Theatre.

2. HEALTH BENEFITS

On behalf of all regular orchestra members, exclusive of all subs, the producer shall continue hospitalization insurance payments to the Local 802 Theatre Sick Pay and Hospitalization Fund throughout the period outlined above. In addition, the producer shall make the appropriate contributions to the Local 802 Health Benefits Plan, not to exceed $975 per individual orchestra member as outlined in Paragraph 1 above, to insure that all regular orchestra members maintain their health insurance coverage under Plan A of the Local 802 Health Benefits Plan. The union shall provide individual contribution records to the producer, if requested, to substantiate any claim made for additional contributions for any regular member of the orchestra.

3. SETTLEMENT PAYMENTS

For the period outlined above, the producer shall pay each regular orchestra member an amount equal to two weeks’ salary ($2,400) plus vacation pay at 6 1/8 percent. In addition, the appropriate premium payments for this amount shall be paid to the conductor, associate conductor and contractor. All payments shall be reported to the union on regular payroll reports.

4. PYROTECHNIC EFFECTS

The producer agrees that for performances of Beauty and the Beast at the Lunt-Fontanne Theatre the pyrotechnic effects occurring in the following three scenes; “Enchantress – top of the show,” “Be Our Guest” and “Transformation – end of show,” shall be eliminated. The union agrees that with the removal of these pyrotechnic effects, the union will release the producer from all past, present and future liability on behalf of the union arising from the use of these effects.

5. LOCK-IN PERIOD

Following the commencement of performances at the Lunt-Fontanne, it is agreed that the producer may limit the right of a musician to send in a substitute during the period of eight performances up to and including Dec. 5, 1999.

6. NON-PRECEDENTIAL

The terms of this settlement shall apply to this production only and are without precedent to any future productions, negotiations, grievances or arbitrations.