CD WAREHOUSE INC
8-K, EX-99.5, 2000-10-04
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                                                                    EXHIBIT 99.5

FOR IMMEDIATE RELEASE


CD Warehouse, Inc. Announces Intent to Withdraw Litigation

OKLAHOMA CITY, OK  -- September 22, 2000 -- CD Warehouse, Inc. (NASDAQ: CDWI)
announced today that it has opted not to pursue litigation which was filed on
September 8, 2000 against five of its franchisees.

"The purpose of this filing was to enforce the terms set forth in the Franchise
Agreements that exist between the Company and its franchisees," said Michael
Chionopoulos, the Company's Vice President and General Counsel.  "We did not
seek to recover monetary damages.  Rather, the Company sought a judicial
pronouncement that it had met all contractual obligations under the Franchise
Agreements.  Given the current position of the involved franchisees, such a
pronouncement appears no longer necessary."

"It is our hope that the franchise community interprets this action as a sign of
goodwill," said Christopher M. Salyer, Chairman and Chief Executive Officer.
"We will, of course, take whatever action is necessary to protect the company's
interests.  However, we would much prefer to and are excited about working hand-
in-hand with our franchisees to create solutions to any issues that face us, and
work to ensure that any such issues are resolved in a timely manner."

CD Warehouse, Inc. franchises and operates retail music stores in 37 states, the
District of Columbia, England, France, Guatemala, Canada and Venezuela under the
names "CD Warehouse", "Disc Go Round", "CD Exchange" and "Music Trader".  CD
Warehouse stores buy, sell and trade pre-owned CDs, DVDs and games with their
customers, as well as sell a full complement of new release CDs.  Company
information is available at www.cdwi.com.
                            ------------

Statements made in this press release, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results may
differ materially from the results anticipated in these forward-looking
statements as a result of a variety of factors, including those contained in the
Company's periodic reports filed with the Securities and Exchange Commission.



Contact:    Vickie Clark                 David Race
            Investor Relations           Chief Operating Officer
            CD Warehouse, Inc.           CD Warehouse, Inc.
            (405) 949-2422               (405) 949-2422


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