Wherehouse Entertainment, Inc. is one of the premier U.S. retailers of “home entertainment software”: compact discs, pre-recorded cassettes, movies for rent and for sale on both VHS and DVD, video games for rent and for sale, blank video and audio tape, and related trend merchandise and accessories.

Our Company is owned by Cerberus Capital Management, LP. Our Management Team led by Jerry Comstock, our Chairman, Chief Executive Officer and President.

Despite our wide product selection, large number of stores, and experienced owner and management, Wherehouse Music would be just another home entertainment retailer if it weren’t for our people. Our people make us the leader in our industry.

The Wherehouse Music Story

Founded in 1970, our Company began as a chain of small record stores in Los Angeles and grew rapidly throughout the decade. In 1982, we expanded our product selection from records and tapes to include rental video, blank videotape, accessories and computer software. In 1984, we began an aggressive new store opening program and introduced sophisticated computer systems to help manage our growing inventory. In 1993, we became the first large retailer to buy and sell used CD's. In late 1998, we acquired the Blockbuster Music chain allowing us to become one of the largest nationwide retailers of prerecorded music.

Today we operate over 140 stores in 125 cities and 18 states under the Wherehouse and Wherehouse Music banners. Our continuing commitment to growth coupled with our state-of-the-art stores, products, systems and quality people help to make our future bright.

2001 Sales

Fiscal year end revenues (year ending January 31, 2002) were approximately $604.3 million.

COMPANY BENEFITS

Wherehouse Music offers a variety of benefits to it's employees. These benefits include:

• Competitive Salary
• Bonus/Incentive Opportunities
• Medical Plan
• Dental Plans
• Vision Care Plan
• Mental Health Coverage
• Long Term Disability Plans
• Life Insurance and Accidental Death and Dismemberment Insurance
• Supplemental Life Insurance
• Voluntary Benefits including Flexible Spending Accounts
• Credit Union Membership
• 401(k) Savings and Retirement Plan
• Paid Vacation
• Holidays
• Paid and Unpaid Leave of Absences
• Employee Discounts
• Recreational Benefits

Note: This is a brief summary of the benefit plans offered by Wherehouse Entertainment, Inc. This summary is not meant to be construed as a guarantee of benefits. All benefits offered are subject to eligibility requirements.