Cdnow Inc Watch

from 10-Q/A ~20 pages Linking Agreement Dated March 26, 1998

from S-1 ~20 pages Linking, Content Licensing & Advertising Agreement

from S-1 ~20 pages Linking Agreement Dated March 26, 1998

from S-1 ~20 pages Linking Agreement Dated April 2, 1998

from S-1/A 1 page Amendment 1998-1 to Cdnow, Inc.

from S-1/A ~5 pages Advertising Agreement

from S-1/A 1 page Order Fulfillment Agreement

from S-1/A ~5 pages Advertising and Promotional Agreement - 08/21/97

from S-1/A ~5 pages Linking Agreement - Dated 09/30/97

from S-1/A ~10 pages Advertising Agreement

from S-1/A ~10 pages Order Fulfillment Agreement

from S-1/A ~20 pages Stock Purchase and Shareholders Agreement

from S-1 ~20 pages Advertising and Promotion Agreement - 08/21/97

from S-1 ~20 pages Linking Agreement - Dated 09/30/97

from S-1 ~10 pages Warrants Dated 08/05/97 - Grotech Capital Group

from S-1 ~10 pages Warrants Dated 08/05/97

from S-1 1 page <page> Amendment 1997-1 to the Cdnow, Inc. 1996 Equity Compensation Plan Cdnow, Inc. (The "Company") Maintains the 1996 Equity Compensation Plan (The "Plan"), and the Company Now Wishes to Amend the Plan. Now, Therefore, the Plan Is Amended as Follows: 1 the First Sentence of Section 3(a) Is Amended to Read as Follows: Subject to Adjustment as Specified Below, the Aggregate Number of Shares of Common Stock of the Company (The "Company Stock") That May Be Issued or Transferred Under the Plan Is 800,000 Shares. Notwithstanding Anything in the Plan to the Contrary, After a Public Offering, the Maximum Aggregate Number of Shares of Company Stock That May Be Subject to Grants Made Under the Plan to Any Individual During Any Calendar Year Shall Be 100,000 Shares. 2 the Amendment Shall Be Effective as of July 15, 1997. 3 in All Other Respects, the Plan Is Hereby Ratified and Confirmed. Cdnow, Inc. By: /S/ Jason Olim Date: July 15, 1997

from S-1 ~20 pages 1996 Equity Compensation Plan

from S-1 ~20 pages Investors Rights Agreement - Dated 07/15/97

from S-1 ~5 pages Amendment No. 1 to Stock Purchase Agreement 08/05/97