SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 6)1

MakeMusic, Inc.

(Name of Issuer)

Common Stock $.01 par value

(Title of Class of Securities)

56086P202

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 2, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 56086P202

1	NAME OF REPORTING PERSON LAUNCHEQUITY ACQUISITION PARTNERS, LLC DESIGNATED SERIES EDUCATION PARTNERS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,362,829
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,362,829
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,362,829
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9%
14	TYPE OF REPORTING PERSON OO

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CUSIP NO. 56086P202

1	NAME OF REPORTING PERSON LAUNCHEQUITY PARTNERS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION ARIZONA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,362,829
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,362,829
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,362,829
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9%
14	TYPE OF REPORTING PERSON OO

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CUSIP NO. 56086P202

1	NAME OF REPORTING PERSON ANDREW C. STEPHENS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,362,829
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,362,829
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,362,829
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9%
14	TYPE OF REPORTING PERSON IN

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CUSIP NO. 56086P202

1	NAME OF REPORTING PERSON JANE KIM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 1,362,829
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 1,362,829
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,362,829
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.9%
14	TYPE OF REPORTING PERSON IN

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CUSIP NO. 56086P202

The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”).  This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated to read as follows:

This statement relates to shares of the Common Stock, $.01 par value per share (the “Shares”), of MakeMusic, Inc. (the “Issuer”).  The address of the principal executive offices of the Issuer is 7615 Golden Triangle Drive, Suite M, Eden Prairie, Minnesota 55344-3848.

Item 2. Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)           This statement is filed by LaunchEquity Acquisition Partners, LLC Designated Series Education Partners, a designated series of a Delaware series limited liability company (“LEAP”), LaunchEquity Partners, LLC, an Arizona limited liability company (“LEP”), Andrew C. Stephens and Jane Kim.  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

LEP is the manager of LEAP.  Each of Andrew C. Stephens and Jane Kim is a managing member of LEP.

(b)           The principal business address of each of the Reporting Persons is 4230 N. Oakland Avenue #317, Shorewood, Wisconsin 53211-2042.

(c)           The principal business of LEAP is investing in securities.  The principal business of LEP is serving as the manager of LEAP.  The principal occupation of Andrew C. Stephens is serving as a Managing Director of Artisan Partners, L.P., an investment management firm.  Jane Kim is a private investor.

(d)           No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           Each of Andrew C. Stephens and Jane Kim is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

The aggregate purchase price of the Shares, and warrants that were exercised for Shares, that were acquired directly by LEAP, or acquired by affiliates of LEAP and subsequently transferred to LEAP, is approximately $5,893,772.  Such securities were acquired with the working capital of LEAP and its affiliates.

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CUSIP NO. 56086P202

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On March 2, 2010, LEAP and LEP (collectively, “LaunchEquity”) entered into an agreement with the Issuer (the “Agreement”) with respect to LaunchEquity’s representation on the Board of Directors (the “Board”) of the Issuer.  Under the terms of the Agreement, the Issuer agreed to increase the size of the Board to nine (9) members and to appoint Andrew C. Stephens and Trevor D’Souza to fill the resulting vacancies on the Board, with terms expiring at the 2010 Annual Meeting of Shareholders of the Issuer (the “2010 Annual Meeting”) or at such time as their successors shall have been duly elected and qualified.  The Issuer agreed, subject to its existing policies and the Board’s fiduciary duties, to nominate and publicly recommend and solicit proxies for the election of Jeff A. Koch, Andrew C. Stephens and Trevor D’Souza (each a “LaunchEquity Nominee” and, collectively with any successor designees, the “LaunchEquity Nominees”) at the 2010 Annual Meeting.

The Agreement provides that if at any time prior to the 2011 Annual Meeting of Shareholders of the Issuer (the “2011 Annual Meeting”) any LaunchEquity Nominee ceases for any reason to serve as a director of the Issuer, LaunchEquity shall be entitled to designate a replacement for such LaunchEquity Nominee, who is reasonably deemed qualified by the Board and its Governance Committee.  Additionally, for so long as LaunchEquity continues to beneficially own more than 20% of the outstanding Shares, LaunchEquity shall be entitled to proportionate representation, through the LaunchEquity Nominees, on all standing and special committees of the Board, except where such representation would violate applicable director independence or other rules or regulations of the Securities and Exchange Commission or Nasdaq Stock Market.

The Issuer agreed that until immediately prior to the 2011 Annual Meeting, it shall not (i) increase the size of the Board to more than nine (9) directors, (ii) call any special meetings of shareholders for the purpose of removing any LaunchEquity Nominees or taking any action which would have the effect of disqualifying or curtailing the term of any LaunchEquity Nominees, or (iii) recommend in favor of or implement any proposal, consent or any other action seeking the removal of any LaunchEquity Nominees then serving as director or which would have the effect of disqualifying or curtailing the term of any LaunchEquity Nominees.

The Agreement also provides that until immediately after the 2011 Annual Meeting, LaunchEquity may not, and shall cause the LaunchEquity Nominees not to, call any special meetings of shareholders of the Issuer for the purpose of removing any incumbent member of the Board or take any action which would have the effect of disqualifying or curtailing the term of any incumbent member of the Board.  Until immediately prior to the 2011 Annual Meeting, neither LaunchEquity, the LaunchEquity Nominees, nor any of their affiliates or associates (collectively, the “Interested Parties”), may, directly or indirectly, (i) nominate a competing slate of directors at any meeting of the shareholders of the Issuer, (ii) solicit votes of the shareholders of the Issuer in opposition to the slate of directors nominated by the Issuer or any other item of business recommended by the Board to be voted on at any meeting of the shareholders of the Issuer or (iii) engage, or participate in any way, in any transaction regarding control of the Issuer that has not been approved by the Board.  Notwithstanding the foregoing, the Interested Parties shall be permitted to nominate a competing slate of directors at the 2011 Annual Meeting and solicit votes of the shareholders of the Issuer in opposition to the slate of directors nominated by the Issuer or any other item of business recommended by the Board to be voted on at the 2011 Annual Meeting.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as exhibit 99.1 hereto and is incorporated herein by reference.

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CUSIP NO. 56086P202

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 4,722,055 Shares outstanding, which is the total number of Shares outstanding as of October 28, 2009 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 6, 2009.

As of the close of business on March 3, 2010, LEAP owned directly 1,362,829 Shares, constituting approximately 28.9% of the Shares outstanding.  By virtue of their relationships with LEAP discussed in further detail in Item 2, each of LEP, Andrew C. Stephens and Jane Kim may be deemed to beneficially own the Shares owned directly by LEAP.

(b)           Andrew C. Stephens and Jane Kim have shared voting and dispositive power with respect to the Shares owned directly by LEAP.

(c)           Not applicable.

(d)           No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares,

(e)           Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read as follows:

As discussed in further detail in Item 4 above, on March 2, 2010, LaunchEquity and the Issuer entered into the Agreement defined and described in Item 4 above and attached as exhibit 99.1 hereto and incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments thereto.  Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

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CUSIP NO. 56086P202

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1 Agreement, dated as of March 2, 2010, by and among MakeMusic, Inc., LaunchEquity Acquisition Partners, LLC Designated Series Education Partners and LaunchEquity Partners, LLC.

99.2 Joint Filing Agreement, dated as of March 3, 2010, by and among LaunchEquity Acquisition Partners, LLC Designated Series Education Partners, LaunchEquity Partners, LLC, Andrew C. Stephens and Jane Kim.

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CUSIP NO. 56086P202

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  March 4, 2010	LAUNCHEQUITY ACQUISITION PARTNERS, LLC DESIGNATED SERIES EDUCATION PARTNERS
	By:		LaunchEquity Partners, LLC Manager
	By:	/s/ Andrew C. Stephens
		Andrew C. Stephens Managing Member

LAUNCHEQUITY PARTNERS, LLC
By:	/s/ Andrew C. Stephens
	Andrew C. Stephens Managing Member

/s/ Andrew C. Stephens

ANDREW C. STEPHENS

/s/ Jane Kim

JANE KIM

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EX-99.1

Exhibit 99.1

AGREEMENT

THIS AGREEMENT dated as of March 2, 2010 (the “Effective Date”) is by and among MakeMusic, Inc., a Minnesota corporation (the “Company”), LaunchEquity Partners, LLC, an Arizona limited liability company (“LEP”), and LaunchEquity Acquisition Partners, LLC Designated Series Education Partners, a designated series of a Delaware series limited liability company (“LEAP”) (LEP and LEAP are herein referred to collectively as “LaunchEquity”).

WHEREAS, LEP is the sole manager of LEAP, the Company’s largest shareholder;

WHEREAS, LEP filed a Schedule 13D dated March 6, 2006 with regard to securities of the Company as subsequently amended on December 13, 2006, January 30, 2007, November 7, 2007, November 17, 2008 and December 15, 2008, and as may be amended hereafter (as amended, the “LEP Schedule 13D”), in which it indicated it may engage in certain transactions with the purpose or effect of acquiring or influencing control of the Company; and

WHEREAS, in view of the LEP Schedule 13D, recent communications between LaunchEquity and the Company regarding LaunchEquity’s representation on the Company’s Board of Directors (the “Board”), and the Board’s determination that it is in the Company’s interests to involve its largest shareholder in decisions regarding the strategic direction of the Company, the Board believes it is in the best interests of the shareholders of the Company to enter into the following agreement with LaunchEquity.

NOW, THEREFORE, the parties hereto agree as follows:

1.           Size of Board of Directors.  To the extent it has not taken such action prior to the  execution of this Agreement, the Company shall, promptly following the execution of this Agreement, cause the Board to take all action as is required under applicable state law and the Company’s articles of incorporation and bylaws to increase the size of the Board to nine (9) members.

2.           Vacancies.  As promptly as reasonably practicable following execution of this Agreement, Andrew C. Stephens (“Mr. Stephens”) and Trevor D’Souza (“Mr. D’Souza”) shall be appointed by the Board to fill the vacancies on the Board created by the increase in the number of directors, with terms expiring at the Company’s 2010 Annual Meeting of Shareholders (the “2010 Annual Meeting”) or at such time as their successors shall have been duly elected and qualified.

3.           Nominations for Board of Directors.

(a)           Subject to the Company’s existing policies and the directors’ fiduciary duties, the Company shall cause the Board to nominate for election to the Board by the shareholders at the 2010 Annual Meeting, publicly recommend that the Company’s shareholders elect and solicit proxies for the election of, Jeff A. Koch (“Mr. Koch”), Mr. Stephens and Mr. D’Souza (the “LaunchEquity Nominees”).

(b)           The Company agrees that, from the Effective Date until immediately prior to the Company’s 2011 Annual Meeting of Shareholders (the “2011 Annual Meeting”), it shall not, (i) increase the size of the Board to more than nine (9) directors, (ii) call any special meetings of shareholders for the purpose of removing any of the LaunchEquity Nominees, or taking any action which would have the effect of disqualifying or curtailing the term of any of the LaunchEquity Nominees, or (iii) recommend in favor of or implement any proposal, consent or any other action seeking the removal of any LaunchEquity Nominee then serving as a director, or which would have the effect of disqualifying or curtailing the term of any of the LaunchEquity Nominees.

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(c)           LaunchEquity agrees that, from the Effective Date until immediately after the conclusion of the 2011 Annual Meeting, it shall not, and shall cause the LaunchEquity Nominees not to, call any special meetings of the Company’s shareholders for the purpose of removing any incumbent member of the Board or take any action which would have the effect of disqualifying or curtailing the term of any incumbent member of the Board.

4.           Successor Designees.  At any time prior to the 2011 Annual Meeting, if any of the LaunchEquity Nominees (or any successor designee appointed pursuant to this Section 4) ceases for any reason to serve as a director of the Company, LaunchEquity shall be entitled to designate a replacement for such LaunchEquity Nominee, who is reasonably deemed qualified by the Company’s Board and Governance Committee in accordance with the Company’s policies and the directors’ fiduciary duties, to hold office for the remaining unexpired term of such LaunchEquity Nominee (or any successor designee appointed pursuant to this Section 4).  The Company shall take all necessary action to cause the Board to appoint such successor designee to the Board as promptly as practicable.  Any such successor designee who becomes a Board member pursuant to this Section 4 shall be deemed to be a “LaunchEquity Nominee” for all purposes under this Agreement.

5.           Shareholder Meeting.  The Company agrees to hold the 2010 Annual Meeting on or about August 25, 2010.

6.           Committee Representation.  For so long as LaunchEquity continues to be the beneficial owner of more than 20% of the outstanding shares of the Company’s common stock (the “Common Stock”) (which such percentage ownership shall be calculated based on the number of shares of Common Stock outstanding as of the Effective Date), LaunchEquity shall be entitled to proportionate representation by LaunchEquity Nominees on all standing and special committees of the Board except where such representation would violate applicable director independence or other rules or regulations of the Securities Exchange Commission or Nasdaq Stock Market.  For purposes of clarification, proportionate representation shall mean one (1) LaunchEquity Nominee on a three (3)-member committee, or as close to such ratio as possible on committees with fewer or more members, but in any event at least one (1) LaunchEquity Nominee shall serve on any given committee.   For purposes of this Agreement, the term “beneficial owner” shall have the same meaning as set forth in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Subject to the provisions of this Section 6, Launch Equity shall select the Launch Equity Nominee(s) that will serve on any given committee.

7.           Standstill Agreement.  From the Effective Date until immediately prior to the 2011 Annual Meeting, neither LaunchEquity, Mr. Koch, Mr. Stephens nor Mr. D’Souza, nor any of their affiliates or associates (as those terms are defined in Rule 12b-2 under the Exchange Act) (collectively, the “Interested Parties”), will, and they will not assist or encourage others (including by providing financing) to, directly or indirectly, (a) nominate a competing slate of directors at any meeting of the Company’s shareholders, (b) solicit votes of the shareholders of the Company in opposition to the slate of directors nominated by the Company or any other item of business recommended by the Board to be voted on at any meeting of the Company’s shareholders or (c) engage in, or participate in any way in, any transaction regarding control of the Company that has not been approved by the Board.  Notwithstanding anything to the contrary contained in this Section 7, the Interested Parties shall be permitted to nominate a competing slate of directors at the 2011 Annual Meeting and solicit votes of the shareholders of the Company in opposition to the slate of directors nominated by the Company or any other item of business recommended by the Board to be voted on at the 2011 Annual Meeting, provided, however, that in the event any Interested Party nominates a competing slate of directors at the 2011 Annual Meeting, the Board’s nomination and recommendation of, and solicitation of votes for, the Board’s slate of directors shall not be deemed a violation of any of the Company’s obligations in this Agreement.

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8.           Representations and Warranties.

(a)           Each of the Company and LaunchEquity makes the following representations and warranties to the other party:

(i)           Authority.  It has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully its obligations hereunder. This Agreement has been duly authorized, executed and delivered by it and this Agreement constitutes the valid and binding obligation of it enforceable against it in accordance with the terms hereof.

(ii)           Absence of Conflicts.  Its execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and its performance hereunder in accordance with the terms and conditions hereof do not and will not: (i) require the approval of any third party, including its shareholders or investors, (ii) violate, conflict with or result in a breach of any provision of its articles of incorporation, by-laws or comparable governing documents, or (iii) violate any judgment, ruling, order, writ, injunction, award, decree, statute, law, ordinance, code, rule or regulation of any court or foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority that is applicable to it.

(b)           LaunchEquity represents and warrants to the Company that LaunchEquity and each of the LaunchEquity Nominees are acting independently of any third party, and not pursuant to an agreement, arrangement, relationship, understanding or otherwise for the purpose of acquiring, owning, holding, voting or disposing of any shares of the Company, and the LaunchEquity parties, including the LaunchEquity Nominees do not constitute a single person with any third party for purposes of the definition of an “Acquiring Person” in Section 302A.011 Subd. 37 of the Minnesota Business Corporation Act or “Beneficial Ownership” in Section 302A.011 Subd. 41(c) of the Minnesota Business Corporation Act and do not constitute a “group” with any third party within the meaning of Rule 13d-5 under the Exchange Act.

9.           LaunchEquity Expenses.  The Company shall promptly reimburse LaunchEquity for its reasonable out-of-pocket fees and expenses, including attorneys’ fees, incurred through the date of the execution and performance of this Agreement in connection with its discussions and negotiations with the Company with respect to its evaluation of Board representation, its investment in the Company and the negotiation and execution of this Agreement, provided such reimbursement shall not exceed $30,000 in the aggregate.

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10.           Further Assurances.  Each party agrees to take or cause to be taken such further actions, and to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and to obtain such consents, as may be reasonably required or requested by the other party in order to effectuate fully the purposes, terms and conditions of this Agreement.

11.           Amendment.  No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by all of the parties hereto.

12.           Severability.  Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

13.           Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party.

14.           Notice.  All notices, requests and demands to or upon a party hereto, to be effective, shall be in writing, and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, by overnight courier or by facsimile and, unless otherwise expressly provided herein, shall be deemed to have been validly served, given, delivered or received immediately when delivered against receipt, three (3) business days’ after deposit in the mail, postage prepaid, one (1) business day after deposit with an overnight courier or, in the case of facsimile notice, when sent with respect to machine confirmed, addressed as follows:

If to Company:	MakeMusic, Inc. 7615 Golden Triangle Drive, Suite M Eden Prairie, MN 55344-3848 Attention:  Ron Raup Fax: (952) 906-3617 Email: rraup@makemusic.com
With a copy to:	Fredrikson & Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 Attention:  Melodie R. Rose Fax.:  (612) 492-7077 Email: mrose@fredlaw.com

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If to LaunchEquity:	LaunchEquity Partners, LLC 4230 N. Oakland Avenue #317 Shorewood, WI 53211-2042 Attention: Andrew C. Stephens Fax:  (414) 390-6127 E-mail: andy.stephens@artisanpartners.com
With a copy to:	Olshan Grundman Frome Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Attention: Steve Wolosky Phone: (212) 451-2333 Fax: (212) 451-2222 E-mail: swolosky@olshanlaw.com

or to such other address as each party may designate for itself by notice given in accordance with this Section 14.

15.           Third Party Beneficiaries.  Except for the provisions of Sections 2 and 3, which are intended in part for the benefit of, and shall be enforceable by, the LaunchEquity Nominees described therein, nothing contained in this Agreement shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or a successor or permitted assign of such a party.

16.           Publicity; Public Announcements.  Any public announcement or similar publicity regarding the subject matter of this Agreement by LaunchEquity or the Company, including by either party’s affiliates, associates or advisors, shall be made only at such time and in such manner as the parties shall agree in advance; provided, however, that LaunchEquity shall be permitted to amend the LEP Schedule 13D to disclose this Agreement or otherwise, and to make any other disclosure required by applicable law and the Company shall be permitted to disclose this Agreement on a Current Report on Form 8-K, and to make any other disclosure required by applicable law.

17.           Entire Agreement.  This Agreement embodies the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written.

18.           Interpretation.  No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or dictated such provision.

19.           Governing Law; Consent to Forum.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA (WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE).  EACH PARTY HEREBY CONSENTS AND AGREES THAT ANY FEDERAL OR STATE COURT LOCATED IN MINNEAPOLIS, MINNESOTA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY ON THE ONE HAND AND LAUNCHEQUITY ON THE OTHER HAND PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.  LAUNCHEQUITY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND LAUNCHEQUITY HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.  EACH PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY’S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.  NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY ANY PARTY OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

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20.           Injunctive Relief.  Each of the parties acknowledges that the other party will suffer irreparable harm if the first party breaches this Agreement.  Accordingly, each party shall be entitled, in addition to any other rights and remedies that it may have, at law or at equity, to an injunction, without the posting of a bond or other security, enjoining or restraining the other party from any violation of this Agreement.  Each party hereby consents to the other party’s right to the issuance of such injunction.

21.           Waiver of Jury Trial.  Each party hereby irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or any of the actions contemplated hereby.

22.           Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this AGREEMENT to be duly executed and delivered as of the date first above written.

MAKEMUSIC, INC.
By:	/s/ Karen L. VanDerBosch
	Name: Karen L. VanDerBosch
	Title: Chief Financial Officer
LAUNCHEQUITY PARTNERS, LLC
By:		/s/ Andrew C. Stephens
		Name: Andrew C. Stephens
		Title: Managing Member

LAUNCHEQUITY ACQUISITION PARTNERS, LLC DESIGNATED SERIES EDUCATION PARTNERS
By:		LaunchEquity Partners, LLC
		its Manager
By:	/s/ Andrew C. Stephens
	Name: Andrew C. Stephens
	Title: Managing Member

S-1

EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated March 4, 2010 (including amendments thereto) with respect to the Common Stock of MakeMusic, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.  The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such Statement, and for the completeness and accuracy of the information concerning him or her contained in such Statement and any amendments thereto, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or she knows or has reason to believe that such information is inaccurate.

Dated:  March 4, 2010	LAUNCHEQUITY ACQUISITION PARTNERS, LLC DESIGNATED SERIES EDUCATION PARTNERS
	By:		LaunchEquity Partners, LLC Manager
	By:	/s/ Andrew C. Stephens
		Andrew C. Stephens Managing Member

LAUNCHEQUITY PARTNERS, LLC
By:	/s/ Andrew C. Stephens
	Andrew C. Stephens Managing Member

/s/ Andrew C. Stephens

ANDREW C. STEPHENS

/s/ Jane Kim

JANE KIM