CD Warehouse Inc Watch

from 10-Q ~5 pages Letter of Intent

from 10-Q ~5 pages Settlement and Separation Agreement

from 10KSB40 ~20 pages Material contract

from 8-K ~50 pages Asset Purchase Agreement

from 8-K ~20 pages Wcma Nov. 28, 1997

from 8-K ~20 pages Wcma Dec. 4, 1997

from 8-K ~20 pages Asset Purchase Agreement

from 8-K ~10 pages Material contract

from 10QSB/A ~20 pages Lease Agreement Dated April 17, 1997

from 10QSB/A >50 pages Bank One, Oklahoma City, Oklahoma City Agreement

from SB-2/A 1 page <page> Form of Lock-Up Agreement December __, 1996 Capital West Securities, Inc. 16th Floor, One Leadership Square 211 N. Robinson Oklahoma City, Ok 73102 as One of the Representatives of the Several Underwriters Re: Public Offering of Common Stock Par Value $.01 Per Share ( the "Common Stock") of CD Warehouse, Inc. (The "Company") Gentlemen: Pursuant to Section 2(s) of the Underwriting Agreement, Dated December __, 1996 (The "Underwriting Agreement"), by and Among You and the Company, the Undersigned (A Holder of Common Stock) Hereby Agrees Not to Sell, Contract to Sell, Transfer or Otherwise Dispose of Any Shares of Common Stock Without Prior Written Consent for a Period of 24 Months After the Date of the Initial Public Offering of the Common Stock. All Communications to You Hereunder Shall Be Sent to the Address Set Forth Above, Attention: Gregory M. Jones. Sincerely,

from SB-2/A ~50 pages Material contract

from SB-2 ~5 pages Ex10.16-Lease Agmt/Company & Magnolia

from SB-2 ~50 pages Exhibit 10.15-Development Agreement

from SB-2 ~20 pages Exhibit 10.14-Form of Partnership

from SB-2 ~50 pages Exhibit 10.12-Lease Agreement

from SB-2 ~5 pages Exhibit 10.5-Finders Release Agreement

from SB-2 ~10 pages Exhibit 10.4-Motley Employment Agreement

from SB-2 ~10 pages Exhibit 10.3-Macdonald Employment Agreement

from SB-2 ~10 pages Exhibit 10.2-Johnson Employment Agreement