CDNOW AND AMAZON.COM ANNOUNCE RELAUNCH OF CDNOW.COM SITE

CDnow and Amazon.com (NASDAQ: AMZN) today announced the relaunch of the cdnow.com Web site on Amazon.com’s e-commerce platform. Customers will be able to buy CDs, DVDs and videos through the new CDnow teamed with Amazon.com site at www.cdnow.com. Customers will also have access to Amazon.com’s low prices—including free Super Saver Shipping on orders over $25—editorial and customer reviews, personalized features and recommendations, 1-Click® ordering and other key site features, along with Amazon.com’s reliable shipping and delivery and customer service.

Under the terms of the agreement, Amazon.com will provide inventory, fulfillment, site content and customer service. CDnow Preferred Buyer's Club members will continue to have access to the Preferred Buyer's Club area through links on the new www.cdnow.com site and via www.cdnowpbc.com.

CDNOW remains a part of BeMusic, which is also home to BMG Music Service and BeMusic’s other record club businesses. Amazon.com’s Web site, including its Music, Video and DVD stores, will continue to operate independently. The services Amazon.com is providing to CDnow will enable both companies to work together to bring about future added benefits to CDnow’s millions of customers.

The multiyear agreement between CDNOW and Amazon.com extends the list of alliances Amazon.com has formed with best-of-breed brands such as Toysrus.com, Borders.com and Virginmega.com , demonstrating Amazon.com's ability to customize its platform to meet the needs of other leading companies, with the mutual goal of better serving customers.

BeMusic remains committed to delivering music to customers through various channels, including online and offline retail and club offerings.